The Amazing Spider-Man 2
by McIntyre58
Summary: I did enjoy The Amazing Spider-Man 2 (some of it), but I felt that some changes could have been made to make it overall a better movie. So, I decided to write my own version, by changing some details and see if the story would flow better. Different? Definitely. Better? That's up to you.
1. Chapter 1

_**Hello everyone!**_

_**So, I was a big fan of The Amazing Spider-Man 2, but because I think about things way too much, I thought of a few changes that could have been made to the movie that would have made it very different.**_

_**Better? Maybe, I'll leave that up to you.**_

_**So I decided to do a little writing practice along with exploring a different way that the story could have been told. Some of the scenes will be verbatim, but because of things that I change, most of them will be altered, slightly or extremely. And because this is writing practice, I'm going to write it like a book, not a screenplay.**_

_**Some elements of the movie will be there, but most will be added, removed, expanded or deleted.**_

_**Hopefully you enjoy, let's get started!**_

* * *

Peter Parker was falling. But it wasn't as if he couldn't control it. When most people fell from hundreds of feet in the air, their falls ended a little differently than his.

Most people couldn't do what he could do.

When he was Spider-Man, he felt like he could do anything, and like every other time he'd done it, all the times he had practiced, he fired a web from his wrist as close as he could to the ground, swinging back upwards with his feet barely skimming the pavement. His improved web-shooters worked even better than his first versions, and all the practice he'd had had certainly helped him in moving around the city. As he flew through the air, he could feel his suit rippling against his skin. He did this again and again, past building after building, dodging traffic, water towers, and even the occasional bird. And no matter how many times he did it, flying by the same buildings, the same landmarks, and the same architecture, day after day, it never got boring. As he swung around another apartment building, he found himself flying right towards the Oscorp Tower, its pointed structure standing out from the buildings around it, and seeming to stab upwards into the sky.

"What have you got for me today, New York?" He asked himself, out loud and fairly certain that no one else could hear him.

A news helicopter flew past him, and Spider-Man could hear the reporter's voice blaring from the speaker on the underside of it. "Reporting live from New York One chopper, an Oscorp truck carrying plutonium has been hijacked. A police chase is in progress..."

Peter started diving back towards the street and couldn't hear any more, but now he knew enough that he could probably find what he was looking for. "All right, let's get to work." He said to himself, firing a web and pulling himself up and away, narrowly missing a taxi.

Across town, a run-down looking blue tow truck pulling along the stolen chrome truck was smashing through cars, parked and still in motion. Behind the wheel, a bald, tattooed Russian man named Aleksei Systevich yelled to the people around the speeding truck. "GET THE HELL OUT OF THE WAY!" He motioned with his hand, as if that would help get his message across.

On top of the truck, the two members of his gang helping him ran across the back, hopping on top of the Oscorp truck. They started laying a circle of explosives along the top of the truck, just as two of the dozens of police cars in pursuit of them came up beside the tow truck. Aleksei snarled and turned the wheel sharply, driving the tow truck up over one half of the car on the right of him, smashing it and sending it driving off to the side. The car on the left side was rammed by the tow truck as it turned back, and also careened away.

Spider-Man swung as fast as he could towards the sounds of the sirens, making a sharp turn and flying up what felt like the highest he'd ever gotten, spinning in mid-air before starting to fall. He spread out his limbs, firing two webs between two skyscrapers and swinging down past the ground. He heard a man's voice call out "Spider-Man!"

He smiled inside his mask, yelling "Hello, pedestrians!" as he flew past a large group of people, hearing their exclamations as he shot another web, finally catching up to the car chase. He turned his direction onto the road, following overhead of the police cars, and slowly moving ahead of them.

On top of the Oscorp truck, Aleksei's men blew the charges, cutting a large circle in the roof. They both jumped inside, getting ready to grab the plutonium.

Spider-Man flipped in the air, landing on the back of the tow truck and crawling up to the driver's side window. He knocked a few times on the window, popping his head up into view. "Excuse me? Mr. Criminal, please open up." He said, motioning for Aleksei to roll down his window. The mobster pressed a button, the window rolled down.

"Hey, my name is Spider-Man." Spider-Man said, holding out his hand as if he expected Aleksei to shake it. "Look, I'm running a bit late for something, so if you could just pull over, get out of the truck, and maybe-"

Aleksei cut him off by grabbing the sub-machine gun in the passenger seat, firing a few shots out of the window. Spider-Man let out a noise of surprise and ducked back quickly, letting the bullets fly past him and break a café window they were speeding past. Spider-Man leaned back in the window, seeing Aleksei fumbling with his the rifle, unable to get it to fire.

"You having a problem with your gun?" Spider-Man asked. "Let me help you with that."

He grabbed the truck's steering wheel, turning them away from a collision with the end of the road. As they approached a busy four-way intersection, Aleksei showed no sign of slowing down.

Spider-Man realized that he had no way of stopping him, or any of the other cars driving in all directions quickly enough. "This is bad." He said. "I'm going to be right back!" He jumped off the front of the truck, leaping towards the intersection.

Aleksei screamed in anger as the truck smashed through the intersection, its speed and weight sending cars flying off to the side. People on the sidewalk screamed as Spider-Man jumped toward a skinny, balding man who was standing in the middle of the road, tackling him to the ground. As soon as they hit the pavement, a taxi flew overhead, grazing over Spider-Man's head and sending sparks into the air as it screeched behind them. Spider-Man looked at its path quickly, making sure that it wasn't going to hit anyone else, and sighed in relief when it slid to a stop.

He helped the man to his feet. "There you go." He said re-assuredly. "You okay? You all right?"

The man looked at him in surprise. "You're Spider-Man." He said, fixing his glasses.

Spider-Man shrugged. "Yeah, I know, costume gives it away, right?" He replied, firing a web and pulling the dropped briefcase off the side of the road, handing it to him. "Here, you'll probably need this, Mike."

"Mike?" The man asked, confused. "How did you know my name?"

"It's written on your badge." Spider-Man replied, looking at the badge's company logo and the picture next to it.

"Well, uh...thanks for saving me, I guess." Mike said, pulling his coat back up onto his shoulders.

"Anytime. Lick that." Spider-Man said, holding up his hand. Mike licked it, and Spider-Man fixed Mike's disheveled hair. "Look, I'd love to stay and chat, but I'm kind of in the middle of something right now." He added, nodding his head towards the direction of the speeding vehicles.

"I understand." Mike said, laughing a little. "Go get 'em, man."

"That's what I do." Spider-Man shot a web, pulling himself into the air and back after the speeding truck. "MAYBE I'LL SEE YOU OUT THERE!" He yelled at Mike as he flew into the air, firing another web and swinging off.

Mike watched him fly off, stepping out of the road and smiling at the sky, before turning around and heading towards Oscorp Tower.

In the back of the Oscorp truck, Aleksei's men opened the protective barrier of the transport case, slowly easing the tray of heavy plutonium vials out of it. A robotic female voice droned when the tray stated moving. "Warning, Plutonium 2-3-8 is a radioactive material, and is highly explosive." The mobsters ignored the recording, opening the case they had brought with them to transport the chemicals. When one of them took the first vial out of the tray, the voice said a different message. "Warning: violation of protocol." Again the mobsters ignored it, slowly easing the vial into their case, and preparing to do the same with the rest.

When Spider-Man caught up with the chase again, swinging overhead, Aleksei slammed on the tow truck's brakes, bringing the two vehicles to a screeching stop. The sudden stop caused the two mobsters in the back of the Oscorp truck to fall back, dropping their plutonium case and hitting the truck's back doors. The plutonium tray slid out of the containment unit, dangling with the vials on an angle. The police cars, not anticipating Alexei's sudden stop, hit the back of the Oscorp truck, and started driving into each other, piling up or flipping on their sides, all having to stop unexpectedly. Aleksei's men recovered quickly, opening the back doors and firing at the pile of cars with assault rifles. A few police officers managed to get out of their cars and fire at the mobsters, but no one was hit. Before any pedestrians or officers were shot, two webs shot down from the sky, pulling away the mobster's rifles. Before they could react, two more webs grabbed both of the men, pulling them into the sky before dropping them, their hands and feet bound in the sticky material. The police quickly surrounded them, and they stopped trying to wriggle free.

Aleksei snarled, starting to drive the tow truck again, talking a sharp turn into an alley. Spider-Man swung into the back of the Oscorp truck between the doors that were now swinging around freely. As he landed, the plutonium vials started falling out of the tray and bouncing around towards the doors. He started rapidly firing quick bursts of webbing, trying to sticking each vial to the chrome surfaces of the interior. While he started to do this, a few police cars managed to get into the alley, following them closely.

Aleksei kept speeding along, smashing through garbage cans, pylons, and even a few people wandering through the alley, who weren't fast enough to get away from the debris pile flying towards them. As he drove, the Oscorp truck hit the walls quite a few times as it rolled on, making it difficult for Spider-Man to stop all of the vials from rolling out. Spider-Man breathed a sigh of relief and stopped firing webs, believing he'd caught all of the vials. But then a piece of garbage went under other one of the wheels, causing the truck to bounce, and one more vial that had been lying on the floor of the truck rolled out through the doors.

"Oh, come on!" Spider-Man sighed, jumping out of the truck and onto the hood of a police car in pursuit. The vial bounced off of the hood, narrowly missed by Spider-Man's grab, and out of the alley. It bounced against a fire hydrant, and onto a road in front of some oncoming police vehicles who had resumed the chase. Spider-Man swung towards it on a web, plucking it up while it was still rolling, and landed on the pavement. He had about a second before his spider-sense warned him of something, and he turned around, managing to let out a small scream before an ambulance smashed into him.

He groaned, shifting up slightly so that his feet were sticking against the front bumper while the pain in his back gradually faded away. The ambulance kept driving along at the same speed, and of course, that was when his phone started to ring. He held the plutonium under his chin, digging in the back of his costume to retrieve the phone. When he looked at the screen, the caller I.D. showed the picture of him and his girlfriend kissing, and read "Gwen".

He answered the call. "Hey, I'm sorry, I'm running a bit late, I got stuck in…some traffic." He said, trying to keep his voice even.

_"Your timing is terrible, it started already."_ Gwen replied, talking quietly so that she wouldn't be heard by too many of the rows and rows of people around her, all wearing the same graduation uniform.

"I know, I'm sorry."

_"Where are you?"_

Spider-Man looked at the street signs as he sped past them. "First and Broadway, Second and Broadway, Third and Broadway…five minutes, ten tops."

_"Are those sirens?"_ Gwen asked, hearing the background noise.

There was a brief silence.

"No." Spider-Man replied.

_"Peter."_ Gwen said suspiciously.

"No."

_"Peter."_

"No sirens."

_"Peter, what's going on?" _Gwen hissed.

"I'll be right there, I promise." Spider-Man hung up the phone, sticking it back down in his costume.

Gwen tried to protest, but was unable to before he hung up. She sighed and put away her phone, just as the principal said "And now I'd like to introduce an extraordinary young woman, this year's valedictorian, please welcome Gwen Stacy."

The crowd assembled outside the school all began to cheer, her mother, brothers and the people around her clapping the loudest. She smiled and walked up to the stage, shaking hands with the principal before he walked to the back of the stage to sit in his seat. The clapping died down when Gwen reached the podium.

"Good morning, esteemed faculty, and families of my fellow graduates." Gwen said into the microphone, beginning her speech. "It's an honor to be standing up here today."

* * *

Back across town, Spider-Man had removed himself from the ambulance and was swinging back towards the tow truck, the plutonium vial still in his hand. He made a low swing over the police cars, letting go of the web and pushing himself to the very front of the chase, landing on the hood of the tow truck.

"Hello." Spider-Man said to Aleksei, who made a small noise of surprise. "I told you, I'm running a bit late!" He yelled, tapping his wrist. He was interrupted when Aleksei started shooting windshield washer fluid up at him. "Seriously?" Spider-Man asked, breaking the nozzle off. Then he started punching the windshield, cracking it with two blows.

His spider-sense went off again, and he turned around to see a public bus, driving right into the path of the truck. Alexei saw it too, slamming on the brakes, but he couldn't stop the truck fast enough. Spider-Man jumped off of the truck when it smashed into the bus, firing a web strand that attached the plutonium vial to a nearby street light. He saw that the bus was starting to roll over onto its side while it slid back, towards an older Chinese man walking with his very young daughter. The man ducked down, instinctively trying to shield the child, but Spider-Man got between them and the bus, putting his back against the rolling vehicle and pushing as hard as he could. His feet dug into the pavement, digging up bricks as he was pushed towards the two pedestrians. But Spider-Man was stronger, and the bus rolled back right-side up, stopping about a foot away from the man and his daughter.

The people in the bus all started cheering and clapping, and Spider-Man held up a thumbs-up to ask if everyone was okay, while no-one made a complaint. He patted the Chinese man on the shoulder, who was thanking him in rapid Mandarin. Spider-Man nodded, before his spider-sense warned him of something else, and he fired a web into the air, swinging up after Alexei.

The Russian mobster had grabbed his now un-jammed gun, pulled the plutonium vial from the web, and was running away from the crashed vehicles. When Spider-Man started swinging towards him, he let out a yell of defiance, firing the gun in a wide spray into the air. Spider-Man let go of the web and started spinning through the air, sensing where the bullets were going to go and dodging every single one. He landed in right front of Alexei, grabbing the Russian's gun and the vial out of his hands.

"That's not yours." He chastised, throwing the vial into the air. Aleksei grabbed for it and missed, and Spider-Man used the Russian's momentum to nonchalantly fire a line of webbing that attached to Alexei's arm and to a building on the side of the road, crossing his arm in front of his chest. Aleksei threw a punch with his other arm, and Spider-Man fired another web, leaving the mobster with his arms crossed and struggling to move. Spider-Man started whistling a tune he'd heard somewhere, throwing the gun up in the air and firing two webs that pulled down Aleksei's pants, exposing his white boxers that were covered in several small pictures of rhinoceroses. The vial came back down and Spider-Man caught it on his foot, kicking it up and catching it. He then turned around and started walking away, still whistling.

Alexei growled and tried to break free of the webs, unable to move. "THIS IS NOT THE END, SPIDER-MAN!" he yelled after him.

Spider-Man replied by holding out the vial and waving it, just as Aleksei's gun came falling from the sky and landed on the Russian's head, knocking him unconscious.

* * *

Back at the graduation ceremony, each of the students were getting up one by one as their names were called, receiving their diplomas to various levels of applause. May Parker watched the line move, unable to spot her nephew.

Spider-Man swung in behind a memorabilia stand, emerging from it in his graduation robes and cap, but forgetting to remove his mask. He groaned, shouldering the backpack he had hidden there, and pulled off the cap as he ran towards the back of the outdoor stage. The principal was halfway through calling Peter's name a second time when he jumped up onto the stage from behind them, smiling. The principal just gave him a look. He shook hands with the teacher giving out the diplomas, and then shook hands with Gwen.

"Sorry I'm late." He said, pulling her into a kiss, which made the crowd cheer even louder. Aunt May raised her eyebrows. Peter cleared his throat, standing straight again and shaking hands with the principal, who just shook his head.

* * *

When the ceremony itself was finished, and the graduates and their families were talking outside the campus, Peter ran towards May, who was brandishing her camera. He dodged the picture, pulling her into a hug.

"For God's sakes, I almost stole a cap and gown and run up there myself." May laughed, hugging him back.

"I would have loved to have seen that." Peter replied. "That would have been pretty awesome." He held up his diploma to shield his face when she tried to take another picture. "Here, this is for you. You earned it."

"Oh, I am so proud of you!" May exclaimed, taking the diploma and getting a better look at it. "Sweetheart, I am so proud of you." She smiled up at him. "Now, I know the first thing that Uncle Ben would say."

Peter pulled off the cap and gown, leaving him in just a t-shirt and some shorts. "Yeah, I know too." He said, giving her a smile. "Party's over, now go get a job."

"Okay then, the second thing he would say." May joked back. "He would say "don't just follow the path, make your own trail"."

"Ralph Waldo Emerson." Peter finished.

"No." May replied, frowning.

"What do you mean, no?"

"Ben told me he made it up!"

Peter let out a big laugh. That sounded just like Uncle Ben.

"Well, you really did learn something here." May smiled as Peter put his arm around her shoulders. "I wish…your uncle could have been here." May said, looking at the ground.

Peter sighed. "Yeah, me too." He nodded a few times. "And my parents." He added.

May's smile faltered a bit. "Yeah." She said, looking at the ground. "Yeah."

Peter watched her face react, but he didn't say anything. He looked over and smiled when he saw Gwen talking and laughing with her mom and brothers. Gwen noticed him, smiling back.

May looked between the two of them. "All right, you can go." She told Peter.

Gwen walked over to them, smiling when May immediately tried to get them together for a picture. They both smiled for her, Gwen doing it with a bit more enthusiasm. When May was happy with her picture, they walked away from her slowly, Peter promising to find May soon.

"Hey." Gwen said quietly, pulling out her phone. "Did your traffic jam have anything to do with the Russian mob?" She asked, holding up the screen to show him the Daily Bugle news app, which was displaying a page that had the headline _"OSCORP HIJACKERS WEBBED"_. "And machine guns, by any chance?" She continued, while Peter pushed her hand down. "Why didn't you just tell me?"

"Because you were just about to do your speech." Peter tried to reason. "I didn't want to worry you or anything."

"Gwen, honey!" Gwen's mother called to her, pointing among her siblings. "Family photo!"

"Okay!" Gwen called back, tuning back to Peter. "You still coming to dinner?"

"You can't keep me away." Peter smiled at her.

"Okay. It's at 8 o'clock, don't be late!" She added, pointing a warning finger.

"I won't be." Peter replied, taking her finger in his hand and letting the rest of her fingers intertwine with his. He cupped her cheek, pulling her into a long kiss.

"And I'm going to do my speech for you." Gwen said, pulling away briefly, before kissing him quickly again.

"All night?" Peter laughed. "I want to hear it all night."

Gwen laughed too. "I'm going to do my speech for you, over and over again, all night long." She promised, brushing some hair out of her face. "It was a pretty awesome speech." She said, starting to walk back to her family.

"Peter!" Gwen's mother called over again. "Join us?"

Peter smiled at her, but shook his head. "I've got to find my aunt. But I'll see you all later. At dinner!" He laughed, trying to cover up his awkward answer. "Thank you."

Gwen ran back over, embracing her mother. Peter watched them, his smile slowly fading as people milled about around him. While he watched the Stacy family happily congratulate Gwen, all he could think about was the member who couldn't be there, and his last words.

"_You're going to make enemies. People will get hurt. So I want you to promise me something, okay?"_

Captain Stacy's words played in Peter's mind for what seemed like the thousandth time. He could still see him there, on the Oscorp Tower rooftop, losing his breath.

"_Leave Gwen out of it. Promise me that."_

Peter watched as one of Gwen's friends took a picture of her and her family, and then he looked at the ground, deep in thought. He looked at them again, seeing that Gwen was smiling at him. He smiled back, shouldering his backpack and turning around, walking back into the crowd to find Aunt May.

* * *

At 8 o'clock exactly, Peter arrived outside of the crowded Chinese restaurant, looking through the window to see Gwen laughing and talking with her family, along with a few of their friends that had been invited, leaving one empty seat at their table. His face fell when Gwen turned, still mid-laugh, to the window, seeing him. Peter lowered his head, walking out of the window's view. Gwen excused herself from the table, pulling on her coat and walking outside to see him.

Peter was pacing back and forth in the middle of the road, a row of lanterns hanging over his head. He was looking at all of the different restaurants and stores around him, trying anything to keep his face straight.

"Peter?" She asked, walking over to him. When she saw his face, she asked "What is it?"

"Hey." He said, with a small smile, before lowering his head again.

"What's wrong?" Gwen repeated. "Are you all right?"

"I just…I don't know what I'm doing here." Peter answered, swallowing.

Gwen paused, trying to read his face. "It's my father, isn't it?" She asked.

Peter let out a deep breath. "Yeah, it is. Every time I'm with you, I keep seeing him, and hearing him up on that roof. And I don't know what to do, I just…I can't get him out of my head."

"Yeah, but we've we talked about this." She replied, not looking away from his face. "It's not his choice."

"I know." Peter said. "But I promised him that I would stay away from you. And now, I'm eating dinner with your family, again! How can I keep doing this, what does this even mean?"

"I don't know, what does it mean?" Gwen asked, crossing her arms.

"It means that I feel guilty for being happy." Peter replied, sucking in a breath and walking away from where they were standing, facing the restaurant's wall. "That I just...don't know what to do."

"I thought it meant that you loved me." Gwen replied coldly.

"I do love you." He replied, nodding.

"Then why isn't that enough?" She asked, walking towards him.

"Because I couldn't save him." Peter said, a little more loudly. "So what if something happens to you, because of me, just like with him? What if I can't save you?"

"Peter, that won't happ-"

"No, wait!" He interrupted, tears forming in his eyes. "I can't let that happen."

Gwen sighed, taking one of his hands in hers. "Listen to me. You're Spider-Man, and that is great. But I love Peter Parker more, way, _way_ more, and that's worth it for me."

"I just want you to be safe." Peter whispered.

"You can't stop me from being in danger all the time." Gwen replied. "And you can't make my choices for me."

"I can't lose you too." Peter said, lowering his head.

"So we can't be together because you don't want to lose me?" She asked, squeezing his hand. "Who does that work out for, Peter?"

Peter stood in silence for a few moments, just looking into her eyes. "You're right." He took in another deep breath, exhaling loudly and shaking his head. "Of course, you're right. I'm sorry, I'm an idiot." He said, wiping his eyes. "I just don't know what I'd do if-"

"No you're not. But you did finish second in our class." She cut him off, leaning in and kissing him, pushing them both back against the wall.

"Oh, we're going to rub that in, are we?" He said against her lips when they eventually broke apart.

"Yes, we are." Gwen whispered back, in a completely serious tone. "And this is the last time we're going to talk about this, okay? It's done."

"It's done." He held up his hands, as if he were surrendering. "I promise."

"I mean it. I don't want there to be any doubts."

"There are no doubts. There are none." Peter replied, adopting her same serious tone of voice.

Gwen smiled at him, leaning in to kiss him again. "Now, let's go have dinner, and then you're going to hear my speech."

"All night long?" Peter asked, raising an eyebrow and smiling back.

"All night long." Gwen replied, taking his hand again and pulling him into the restaurant.

Peter smiled, and let himself enjoy the rest of the evening. He got more and more into it as the night went on, eating, laughing, and forgetting what had almost stopped him from being there.

And Gwen made good on her promise, telling him her speech over and over again, all night long.

* * *

_**So there you have it, the beginning of my version of the story. I made a lot of changes off the bat, some small, some large, some insignificant but makes it flow better, others that change the story completely. Hopefully you all enjoy not only where the story may go, but my style of writing it.**_


	2. Chapter 2

Peter generally felt better about everything in life after his graduation. He was finally out of high school, he had been accepted to Empire State University for chemistry, and everything was just working out better for him. He kept his promise to Gwen and didn't discuss her father with her, but he would be lying if it wasn't still bothering him a little. Gwen could still read him well though, and always found ways to distract him from it when she knew he was thinking about it. Aside from dates with her, helping Aunt May, and trying to find ways to earn money, he spent as much of his spare time as he could into being Spider-Man. And the more people he saved, the more the radio would talk about him.

"…_the steady increase in sightings of Spider-Man has sparked a national debate over the role of vigilantism in American crime fighting…"_

"…_and how about that Spider-Man? Last night on the Manhattan Bridge he saved a dozen lives. We want to hear your calls…"_

"…_I think without Spider-Man, there'd be no hope for this city…"_

"…_I mean, who do you think pays for all the damages he causes, huh? It's you and me, man, taxpayers…"_

"…_I don't feel like my kids are safe with him out there. Get out of the way and let the police do their job…"_

"…_some people think there might be more than one Spider-Man. What do you think? One guy or many…"_

"…_I'd love to know who's behind that mask…"_

"…_I just think that Spider-Man, to me, is being really misunderstood. He seems to me like a very nice person, he's protecting us, and he saved my life one time. I just think he wants to help people…"_

"…_this Spider-Man guy, he's not the police, he's not a fireman, what gives him the right to get involved in other people's business…"_

Every day, as he swung through the city, he seemed to encounter something different. As he jumped from the roof of a skyscraper and swung along a road above honking traffic, pulling himself up and running across the side of another building and flipping through the air, firing off another web and swinging further along, he could see anything.

One day, he saw a group of young kids chasing a boy smaller than any of them down a small alleyway. They pushed him against the chain-link fence at the end of the alley, grabbing the bay's science project out of his hand and stomping on it. When they heard his webs shooting overhead, they backed off, and he dropped down between them and the younger kid. After a few seconds, the sight of him sent them running away.

"Did you make this?" Spider-Man asked, turning to the kid and picking up the pieces of his science project.

"Yeah." The kid replied shyly.

"This is a wind turbine!" Spider-Man replied, legitimately impressed but playing it up a bit to help make the kid feel better. "You made this? No way!"

The kid slowly smiled, nodding.

"This is amazing." Spider-Man continued, firing quick bursts of webs to reconnect the broken pieces. He gave the turbine a spin, and it worked perfectly. "Just like new, right?"

The kid nodded happily. "Thank you."

Spider-Man smiled inside his mask, ruffling the kid's hair. "I'll walk you home, okay?"

The kid nodded, starting to walk back down the alley, Spider-Man beside him. "I'm Jorge."

"Jorge? I'm…well, I'm Spider-Man."

Other days it would be simpler, swinging in and carrying someone out of the way of a runaway car or truck. Sometimes he would stand in the street, talking to people before hopping up after police vehicles headed somewhere in a hurry. One time he even stopped a store robbery while buying cold medicine for himself. He had to make a mental note to wash the inside of his mask profusely when he got home. After webbing the robber to the wall, and buying his medicine from a cashier, who was apparently a big fan, he had glanced down at the newspapers in the store, seeing a big picture of his mask and a headline that read _"Spider-Man - MENACE?"_

He hated irony.

Along with doing that, he would follow Gwen sometimes. He wanted to make sure she was safe, but he would usually get distracted by a nearby building fire or something. Every time, he would nod to himself, thinking he was an idiot. She wasn't doing anything that would get her in danger. But he still watched her briefly whenever he could.

His days usually ended the same way, sneaking in through his window, pulling off his suit, throwing it in his closet, and collapsing into his bed. Sometimes he would come home covered in feathers, missing an eyepiece and holding a big fish, or caked in something that he couldn't identify. Either way, he wasn't sure he wanted to know.

It was the mornings where he missed that tradition that presented a problem.

* * *

"Peter, honey! Can I come in?" May called, trying his door but finding it locked. She sighed, knowing that he must have kept his homemade electronic lock on through the night.

Peter groaned tiredly, looking down and seeing that he was still wearing his suit, and felt his mask on top of his head. He remembered coming home and falling right into bed, forgetting to clean the soot off his face from the apartment fire he had gone to. "No!"

"Peter, my shift starts at nine. And you said you would take my car into the shop because it keeps dying." She reminded him.

Peter rolled over, his feet sticking to the wall as he crawled up it, trying, to remove his suit as fast as he could. He managed to pull off his mask and a glove.

"Remember?" May asked, putting her head against the door when she could hear him thumping against the wall.

"Give me a second, Aunt May. I'm going to get the door, just give me one second!" He called back.

"Peter, please just let me in, alright?" May kept knocking on the door and trying the doorknob.

Peter fell back down onto his bed and crawled to the other wall, pulling off a boot and throwing it to the ground. He made a scared noise when it landed on the remote to his lock, causing it to slide back from the door.

"No, you can't come in!" He called, jumping down into his bed and frantically pulling the covers over him. "Stay outside, I'm so naked!"

He looked down at the remote, seeing that his boot was still there. Just before May opened the door and came in, he fired a web, pulling the boot under his covers and ducking his head down.

"You said you were going to take my car into the shop because..." She trailed off, looking at him. "Are you alright?"

"Yeah, I'm okay." Peter replied. "I'm just…very naked right now."

"What happened to your face?" May asked. "It's filthy."

Peter paused. "It is?"

"Yes."

"Oh, yeah, yeah, I was cleaning…the chimney."

"We don't have a chimney." May replied, with a confused expression.

"What?" Peter asked, horribly feigning surprise.

"You're late. Downstairs. Now. All right? I'm leaving." She turned, noticing his ceiling lamp swinging slightly.

"I know I'm late. Now can you go? I'm just, I'm very naked here." Peter replied.

May shook her head, giving him a strange look and walking back out, closing the door.

"Morning, I love you!" Peter called after her.

"I love you too, hurry up!" May called back.

Peter rolled out of bed quickly, hitting his floor with a sigh of relief. That was the closest call he'd ever had with Aunt May. When he was on the floor, he looked around, noticing that he had left his dad's briefcase lying there. He picked it up, looking down at in his hands while memories played in his mind.

_Peter playfully taking the glasses off his dad's face, who caught them mid-grab with a smile._

_All three of them sitting on their couch, smiling together at a camera set up facing them._

_His mother kissing his cheek, making him laugh._

_Sitting in a variety of different ways to get different pictures of them._

_Together._

_Happy._

Peter looked up at his desk, where one of those pictures was sitting in a frame. He looked back down at the briefcase, stood up, and threw it across the room into his closet. He fired a web at the door, pulling his arm across his chest and making it slam shut.

* * *

A few blocks away from Oscorp Tower, a sleek black car pulled up in front of a giant, aged-looking manor. It stopped in front of a heavy wooden door, one doorman standing outside of it. The window rolled down, showing a young man inside sitting next to a thin-faced bald man.

"Welcome home." The bald man, Menken, said.

Harry Osborn nodded, and the driver opened his door. He stepped outside, looking up the tall walls for the first time in years. The reason for his return didn't exactly have him in throes of happiness.

As he and Menken walked down the long hallway towards his father's room, Harry tucked his jacket and scarf under his arm, trying to prepare himself for what he would see in there. They stopped outside of the door for a few seconds.

"It's dark in there." Menken told Harry. "Your eyes will adjust, but it's better this way."

Harry put his jacket in Menken's arms as he walked in, earning himself an annoyed look. As Harry walked into the room, he noticed all of the monitors first. Screens projecting his father's heart rate, pule blood pressure, any medical information that it seemed possible to get had its own glowing screen. There was a holographic representation of the man's entire body spinning slowly around in one corner, and Harry could hear a constant, slow beeping as he walked towards the bed. Menken closed the door behind Harry, waiting outside.

Harry pulled the thin plastic sheet away, seeing his father's desiccating face. Norman's hair was dishevelled, hanging limply over his forehead. His now spotted skin had taken a greenish tinge, and showed multiple layers on the surface from the disease rotting him away. There were red patches around his eyes, eyes that turned slowly to meet his son's. His whole face looked what could simply be described as tired.

Harry sat down slowly in the chair facing the bed, Norman looking him up and down. "Dad…" he whispered.

"This is not how I imagined our reunion." Norman grumbled, his voice scratchy and hoarse. "Looking at the man in front of me and barely recognising him."

Harry's flickered to the ground. He had known that this was probably coming.

"You have such potential, Harry." Norman went on. "Such fierce intelligence, and you were throwing it all away."

"No, you threw me away." Harry replied angrily, but still quietly. "You kicked me off to boarding school when I was eleven. On my sixteenth birthday, you sent me scotch. Or maybe one of your assistants did, I'm pretty sure, because the card said "With compliments, Norman Osborn"."

Norman sighed, making an effort to sit up slowly. "I don't expect forgiveness from you." He said, almost regretfully. "I don't believe in miracles." His eyes narrowed. "But you never understood that your childhood had to be sacrificed for something greater."

Harry looked away, but didn't say anything.

"Not just for me." Norman continued. "For you." The dying man's eyes flickered down. "Has your hand started to twitch yet?"

Harry turned back to his father, a confused look on his face.

"It began at your age. Sometimes I would just lie awake, and feel it coming." Norman said, smiling a little. "Hiding under my skin. Waiting to show itself." A bead of sweat trickled down his cheek as he talked, and he lay back in his bed, coughing. "Retroviral hyperplasia. I was so convinced that I could find a cure, I never told you...that it's genetic. Our disease…the Osborn curse."

Harry watched his father with a neutral look, but he felt his stomach fall into his feet at his words.

"Let me see it." Norman said.

Harry didn't react.

"Your hand." Norman growled impatiently. "Give it to me."

Harry sighed, holding out his now slightly shaking hand. Norman's hand came up, his fingers bending backwards and the nails grown out into sharp talons. Harry stood up, surprised at the sight while Norman took his son's hand in his.

"The greatest inheritance I can give you isn't merely money, or the company, it's this." Norman told his son, pressing a small black cube into his hand. "A sum total of all my work, everything I did to stay alive."

Harry looked at the small cube in his hand. It had a few rectangles of white on each side, with the Oscorp logo on the top. Apart from that, there was nothing special about it. He looked back to Norman, confused.

Norman cut him off before he could start talking. "Maybe you can succeed where I failed." He hissed, leaning back into his pillows.

Harry swallowed, looking back down at the cube in his hand. _"I'll figure it out later."_ He thought. The shaking in his hand had subsided, and he clenched in a fist.

* * *

Peter was sitting outside of a small café near his university, his camera on the table next to his laptop. He had taken some recent pictures of himself as Spider-Man, and was now quickly typing an e-mail to his boss at the Daily Bugle, under the subject line _"New Spidey Pics"_

_Dear Mr. Jameson,_

_New pics and invoice enclosed._

_I think maybe you should consider that Spider-Man is trying to help._

_Sincerely,_

_Peter Parker_

Peter sent the e-mail, waiting a few seconds before he got a reply. He didn't open it, but he put together what Jameson was trying to tell him from the subject line that just said _"WRONG!" _Before he could do anything other than roll his eyes, Peter was distracted by the news playing on the outdoor television.

_"This just in, Harry Osborn, the son of renowned founder and CEO of Oscorp, Norman Osborn, has taken over the position of CEO of that company." _The anchor said._ "Oscorp has released a statement saying that Mr. Osborn's disease has progressed to the point that he is no longer capable of running the corporate empire, and so has passed it on to his sole heir…"_

Peter stopped what he was doing, watching a picture of Harry entering a car appear on the screen, ignoring the anchor going into details about Norman's disease and the state of affairs at Oscorp, along with the company's many achievements. He leaned back in his chair, deep in thought.

* * *

Inside Oscorp, every screen was displaying an interview with Norman, the large hologram in the lobby showing a 3D model of his face and the timeline of Oscorp, along with Norman's time as CEO.

"_I started Oscorp because I looked at the world around me and thought "we can do better". And we should do better. Einstein said "The world cannot be changed without changing our thinking". But change isn't just a slogan. It begins with hard work, change begins with persistence and commitment."_

The words echoed around every room of the enormous building, every employee pausing in their work to acknowledge the man who had gotten them where they are.

"Mr. Osborn changed the world." An Oscorp employee was saying, in the office room where Gwen worked. "And even though he's no longer leading us, it's up to each and every one of us to ensure that his hopes and dreams stay alive. And today, every day, we will continue in that pursuit."

Gwen's phone buzzed and she picked it up, not recognizing the number. "Hello?"

_"Is this Gwen Stacy?"_ A British woman's voice asked.

"Yes it is. Who's calling?" Gwen asked quietly.

_"I'm calling from the Oxford scholars program. We have some exciting news."_

* * *

Harry was sitting at the head of the main boardroom in the Osborn manor, surrounded by the most important people in the entirety of Oscorp. He was staring at the cube his father had given him in his hand, turning it slowly in his fingers, his chair turned away from the table.

"Harry, Oscorp has been under intense public scrutiny in the wake of Dr. Connor's recent…breach of trust." Menken was telling him, looking through the files that were sitting on the glass table in front of him.

"You mean people are pissed off because he tried to turn everyone in New York City into giant lizards." Harry replied.

Menken paused. "Given that." He resumed. "All of the animal hybrid projects he was involved in were destroyed, to restore investor confidence."

Harry spun his chair around facing Menken now. "That is the Osborn way." He said. "Whatever's inconvenient…just get rid of it."

"Much of that scrutiny may fall on you now." Menken continued. "We felt that plausible deniability was your best option." He looked around the table, and the other board members nodded in agreement.

"Sure, sure, I get it." Harry said, nodding. "Twenty-year-old kid, two-hundred billion dollar company, what was dad thinking?" He straightened his chair, leaning on the table. "I mean, you're all lawyers, right?" He asked, to no response. "Surely, someone must have questioned his sanity in the end." He looked at Menken. "Someone must have thought about having him declared legally incompetent a long time ago, it would made this conversation a lot easier."

"Harry-" Menken started.

"It's Mr. Osborn." Harry cut him off. "We're not friends."

Menken looked away, shaking his head.

"Look." Harry said, addressing everyone. "I'm not here to change the course of how the company is running. Oscorp is running just fine, and that's an understatement. I'm not interested in stopping you from developing projects unless they're a threat, or extremely illegal."

The board members were all focused on him.

"The way I see it, we all have a job to do, and my job is to be at the top." Harry continued, standing up in front of the large window behind his chair. He looked around the room at the ornate decorations and antiques on display. "Interfering with important business that keeps Oscorp running is not in my best interests, or the company's. Let me give you an example. Felicia?"

A young, brunette woman sitting at the end of the table stopped taking notes, looking up at her boss. "Yes, Mr. Osborn?"

"Call me Harry, please." Harry said, with a smile. "Felicia is my assistant. Her job is to help me with anything that I need, which includes taking notes at board meetings. You all travel around the world to visit investors, expand our business model, and just generally help the company stay afloat in terms of financial security. Your jobs are, arguably, more important than Felicia's. But everyone at this table works for Felicia, because Felicia works for me."

Felicia smiled down at her notes.

"And Felicia doesn't interfere with your business, or the business of Oscorp, in any way." Harry continued. "And neither will I. I'll sit in my office, I'll attend board meetings that keep me up to date, and I'll be the figurehead for this company." Harry sat back down. "The only thing that's going to change is the first name of the CEO." He looked at each of the board members. "Does anyone have any further concerns?"

The board members all looked at each other, shaking their heads and looking back to Harry silently.

"Good, then we'll all keep our jobs a little longer." Harry finished.

A house servant entered the board room, leaning over next to Harry. "Sir, there is a "Peter Parker" here to see you." He said quietly to his boss.

Harry didn't say anything, but nodded and the man walked out. He sat in silence for a few seconds. "Felicia, I want to see every file on that list." He said, tapping a paper in front of him. "Every single one." He stood up and walked out of the room, towards the main foyer.

* * *

Peter was pacing back and forth next to the large wooden doors, when he heard footsteps coming down the hall, towards the top of the large marble staircase.

"Peter Parker." Harry said, walking into view and stopping at the top of the stairs. "It's like seeing a ghost."

Peter grinned at him. "Hey, Harry." The second he saw him, a memory came flooding back.

* * *

_Peter was standing outside between his aunt and uncle, looking at his parents' graves. He drowned out everything that the minister was saying, and looked at his feet._

_Later on, while everyone was talking and eating food inside his house, he walked into his dad's office. He looked at everything strewn around the room, and started to pick things up. The police had taken some of the equipment as evidence to investigate, and the people his dad worked with had taken even more because it "belonged to them". He put the lamps back on the tables, pushed a few drawers in._

"_Need any help?" Peter turned to when he heard the voice, seeing a boy standing in the doorway. He looked about the same age as Peter, maybe a year or two older, and was wearing a nearly identical suit. Peter recognized him as the son of the man that his dad was working for, but who he had only seen a few times._

"_Sure." Peter shrugged, and Harry helped him straighten everything up. The last thing was a chess table, and once all of the pieces were in place, Harry turned to him._

"_Do you play?" He asked Peter._

"_A couple of times." Peter replied. "I'm not very good."_

"_I'll teach you." Harry said with a smile, sitting down in one of the chairs._

_Peter smiled back, sitting down opposite Harry, and they began to play._

* * *

"How long has it been?" Harry asked, snapping Peter back to reality. "Ten years?"

"Eight." Peter corrected, slowly approaching the stairs. "Close, though."

"I really don't know what to say right now." Harry said, pausing for a few seconds. "I guess...what's up?"

"I saw the news." Peter replied, walking up and stopping a few steps below him. "I heard about your dad, you running the company, and how you were back…" He trailed off shrugging. "I wanted to see you, to see how you were doing."

"I'm doing fine." Harry replied. "I'm with some people right now, though." He said, pointing with his thumb behind him. "I mean, I'm in a meeting."

Peter sighed, looking down briefly. "I'm sorry, I don't want to intrude. I know it's been a long time, I just…I kind of know what you're going through right now. I mean, you were there for me when my parents…" He trailed off.

Harry nodded, looking down. "Thank you." He said, swallowing.

Peter smiled, turning and walking down the stairs. "Well, it was good seeing you, man….it was really good to see you. I'm sorry about your dad."

Harry stood silently, watching him, before taking a few steps forward. "You got your braces off."

Peter stopped just when he was about to open the door, turning back to look at Harry.

Harry laughed a little. "Now there's nothing to distract from your uni-brow." He smiled.

Peter grinned. "There he is." He laughed. "There he is! You still blow-dry your hair every morning?"

"Um, you know, one of my man-servants holds the hairdryer, but I work the comb." Harry said, walking down a few steps. "So at least I'm not completely helpless." He shrugged, breaking into a laugh.

Peter jogged up the stairs, patting his friend on the shoulder and pulling him into a hug. He'd missed him much more than he'd realized.

* * *

Peter and Harry were walking along a jogging path, above a lake. They were talking about anything they could, mostly catching each other up on what their lives had been like.

"After graduation, I went to Brazil." Harry was saying. "Then Singapore, and then Europe."

"I saw you." Peter replied.

"What do you mean, you saw me?"

"I saw you in some magazine with some French supermodel." Peter answered, sliding down the handrail on some stone steps. "You know what I'm talking about?"

"Yeah…yeah!" Harry smiled, sliding down as well. "Dude, that whole model thing is so exhausting."

"Oh, I know!" Peter replied, laughing.

"What?" Harry asked, feigning offense before returning to normal. "So what have you been up to?"

Peter shrugged. "I do some web design." He answered, probably more proud of his joke than he should have been. "I take some pictures for the Daily Bugle sometimes, my own little science experiments if I get bored."

"You have a girlfriend?" Harry asked. "Boyfriend?"

"Girlfriend." Peter nodded back.

"Well, what's her name? Who is she?"

"Her name's Gwen. Gwen Stacy." Peter paused, remembering another detail. "She works at Oscorp."

"She works at Oscorp?" Harry asked. "So I get a model and you get a model employee."

"I guess so." Peter laughed.

"I'm sure she's good, anyway." Harry nodded. "Only the best as Oscorp." He said, sounding a little annoyed.

Peter nodded, noticing the way Harry had said the words, but moving on. He climbed over a guardrail, hopping down onto the rocky beach a few feet below, a few seconds later, Harry jumped down too, but with a little less balance on his landing. Peter dropped his coat and backpack on nearby a nearby rock and started skipping stones, something that he remembered they used to do together.

"I wonder if I'm as good as I used to be." Harry mused, tossing a stone up in his hand.

"I'm not sure, I haven't been doing much of this in the last few years." Peter replied, throwing a stone and getting a few bounces.

"Me neither." Harry said, setting down his coat and sunglasses on a nearby rock. "You know, when my father sent me away, I tried to forget everything about this place." He threw a stone, watching it bounce on the water a few times. "I guess that kind of included you." He added.

"You don't have to explain anything to me, man." Peter replied, throwing another stone. "We both got dumped."

"Did you ever figure out why your parents bailed?"

"My dad left a briefcase." Peter answered, leaning over to pick up another stone. "That's all I got, a briefcase full of...stuff." He paused. "I don't know, I try not to think about too much."

"How's that working out for you?" Harry asked, throwing another stone.

"Perfectly." Peter replied, remembering finding the briefcase that morning, and throwing his stone with a bit too much strength. It definitely flew farther than normal.

"Nice arm!" Harry exclaimed.

Peter shrugged, trying to play it off. "Okay, maybe I've practiced a few times." He smirked. "You could do it too, if you keep up with your comb work."

Maybe." Harry laughed.

Peter was relieved that they weren't focusing on his throw. "You've got to admit, though, things have gotten crazy around here." He said. "Giant lizards, and…"

"Spider guys." Harry continued for him.

"Just one guy. One Spider-Man." Peter corrected, sitting down. "Or woman, we don't know for sure."

"Whatever, dude, he wears spandex to rescue kittens from trees." Harry laughed. "I'm so impressed."

Peter shook his head, looking at the ground, before remembering to stay in the conversation. "I kind of like to think he gives people hope." He said.

"For what?" Harry asked.

"That maybe things are going to be all right." Peter answered. "That this guy, who can do these amazing things, is helping people."

"I don't know if I have time for hope." Harry replied, throwing a stone with a bit more force.

Peter looked up at him, not understanding what he meant. He didn't press it though, instead moving on to a different topic.

The two talked for a few more hours, and eventually Harry walked back to his home. Peter started heading back too, when his phone buzzed, showing Gwen's picture. "Hey Gwen, what's up?" He said, answering it.

"_Hey, can you meet me somewhere?"_ Gwen asked.

"Right now?"

"_Yeah, right now. I kind of…I really need to talk to you."_

"Okay, sure. Where?"

"_Outside Central Park."_

"Sounds good. I'll see you soon."

"_Good…good."_

"Is everything okay?"

"_Yeah, everything's fine. I love you."_

"I love you too." The call ended and Peter stuck his phone in his pocket, pulling on his coat and knapsack and breaking off into a jog towards Central Park.

* * *

_**This story has gotten some real positive feedback so far, and that makes me unbelievable happy! Hopefully you all stick around, and for anyone new, welcome!**_


	3. Chapter 3

Peter turned a corner about ten minutes later and saw Gwen waiting for him, looking up and down the street. He ignored traffic and walked across the street, using his spider-sense to avoid the paths of cars. Gwen smiled when she saw him, just in time for a taxi to speed by and break off one of its side windows on his arm.

"You okay?" She asked him, wincing.

"Oh, I'm fine." Peter answered when he reached her. "But that taxi did run over my heel, so that stings a little."

"I'm sure you'll be fine." Gwen smiled.

"Yeah, probably." Peter smiled back, leaning in and kissing her.

"Sorry for the spontaneous call." Gwen said, when they eventually broke apart. "It's…well, it's kind of important."

"Then I'm all ears." Peter replied. "What's going on?"

Gwen opened her mouth, but then closed it again, shaking her head. "Do you want to grab some ice cream, or something?"

"Sure." Peter answered.

Minutes later, the two were walking down a concrete park trail, eating ice cream from small cups they had bought from a nearby street vendor. Peter could tell that Gwen was trying to avoid why she'd asked him to meet her, or was waiting to tell him.

"I met up with Harry today." Peter said, going along with it. "Your boss, Harry. For the first time in a long time."

"You know Harry Osborn?"

"Yeah, we used to be best friends. But then his dad sent him away to boarding school, and he was…gone. We haven't talked in eight years, and hanging out with him today…I kind of realized how much I missed him."

Gwen nodded silently, looking at the ground.

Peter noticed, but tried not to break the conversation. "What about you, what did you do today?"

"Nothing extraordinary." Gwen replied. "Oh, I went out to lunch again at this awesome restaurant with Korean meatballs. Have you been there?"

"I don't think so."

"It's mind-blowing. We have to go sometime."

"Oh yeah, that place on Sixth?" Peter asked.

"Yeah." Gwen answered, looking at the ground again.

"Gwen, what's going on?" Peter asked, stopping.

"Peter, I..." Gwen trailed off, shrugging.

Peter walked closer to her, wrapping his arms around her waist. "Come on, it can't be that bad." He leaned forward, putting their foreheads together. "Now what's wrong?" He whispered. "Tell me."

Gwen sighed. "I'm moving to England." She replied.

Peter moved his head back a few inches, looking down at her with a confused face. "What?" He asked quietly.

Gwen nodded. 'Yeah. I'm up for a scholarship to Oxford. In molecular medicine, and it's between me and this other kid, and there's this oral exam that we have to do, and he's a freshman in college, but he's fourteen, and it could be him, but it might be me, and I hope it's me, and then…I'll be moving to England." She finished, smiling more and more as she had started rambling.

"Wow." Peter couldn't think of anything else to say.

"Yeah." Gwen replied. "And I'm really, really excited."

"That's, uh…" Peter trailed off, at a total loss for words. "England." He said simply, before his spider-sense went off, and he let go of Gwen, turning to look back at the city.

"What is it?" Gwen asked, looking out at the city also.

"I don't know…but it's not good." Peter replied. "It's really not good."

"Go check it out."

"Are you sure?"

"Yeah, it's fine." Gwen replied, looking at him and then back out to the city. "We can talk after."

"Okay." Gwen heard a ruffling noise, and when she looked back at where Peter was standing, his coat and backpack were hanging on the tree, with his shoes sitting on the ground.

* * *

Spider-Man followed the sounds of explosions to Park Avenue, swinging overhead to see an enormous metal figure walking down away from the bank. The bank had a large, smoking hole in the wall, and he could guess where the giant grey thing had come from, and what it had been doing. The hulking, slightly humanoid suit left holes in the pavement with every step. Spider-Man could see turrets on the hands, with long magazine clips swinging down along its back, along with other parts that he assumed were missiles and other weapons. Also, there was a large point on what looked like the head, making it look almost like an enormous metal rhino. As people ran out of its path, it started firing missiles, sending cars flying away out of its path, or simply punching them out of the way.

A large group of police cars were parking at an intersection in the weaponized suit's path, creating a barricade. The officers got out of their vehicles, crouching behind their doors and pointing their guns at the suit. When it didn't stop walking towards them, they started opening fire, their bullets bouncing harmlessly off of the suit's metal exterior.

The suit brought its giant arms up, turrets extending outward, and started firing at the police officers, punching dozens of holes into their cars. The officers ducked down, avoiding the gunfire, as their sirens popped and an engine exploded in one of the cars. The suit continued its steady approach, stopping its assault when the resistance stopped.

Spider-Man swung down, landing on top of a police car, and stood up slowly. When he appeared in view of the suit, it stopped walking, the upper area of its torso folding away, along with a layer of protective glass, revealing Aleksei Systevich's grinning face.

"SPIDER-MAN! I told you I would be back!" He yelled.

Spider-Man webbed up a megaphone from the ground and clicked it on. "You again?" Spider-Man said back, confused. "Didn't I arrest you already?"

"Police did not get me last time!" The Russian replied, before laughing. "When you ran away, some men took me before police caught up! They paid me to rob bank!" He yelled, before starting to laugh again.

"You know how this went down last time!" Spider-Man said. "So on behalf on the fine people of New York City, and real rhinos everywhere, I'm going to ask you to put your mechanized paws in the air!"

"Never!" Aleksei screamed, slamming a fist into the ground. He raised the arms of the suit, moving them like he was boxing. "You fight me now! And this time, I KILL YOU!"

"You want me to come down there so you can kill me?"

"YES!"

"I'll be right there." Spider-Man threw the megaphone in the air, a police officer catching it when it came down.

The glass and metal head closed back down around Aleksei's exposed head with a metallic slam, and he started running forward, jumping into the air and shifting from a biped mode to a quadruped mode, running forward like a real rhino, as missiles shot out of the suit's shoulders.

Spider-Man watched the missiles for a few seconds, memorizing their flight pattern before he jumped off of the police car, grabbing a sewer grate out of the ground and putting it in front of him. The first missile exploded against it, and he jumped up out of the flames, swinging the grate on a web and deflecting another missile. He fired a web out of his other hand, spinning the grate around and knocking away the final missile. As the two missiles spun out of control, exploding against the sidewalk on either side of the street, Spider-Man swung his arms around his head while the suit sped towards him.

Spider-Man smashed the grate against the sharp horn, knocking the suit's head area to the side, and flipped over it. The suit stopped running, its legs digging into the ground and throwing up large chunks of pavement that flew into the police cars. The suit spun around, metal shifting as it stood up on two feet, whirling around and firing its turrets at him. Using his spider-sense, Spider-Man managed to dodge many of the bullets, although a few grazed the edges of his limbs, tearing through his suit and skin, but none caused serious injury. He fired a web at one of the turrets when Aleksei briefly paused in his firing, pulling it forward, but groaned when he could only manage to slightly budge the huge suit. He dodged away as the suit resumed firing, ducking behind some abandoned cars.

Aleksei turned the suit around, ignoring the police officers firing on it again as he lifted one of their destroyed cars over its head. He threw it at the car that Spider-Man had ducked behind, knocking both of the vehicles back with a loud crunch and the sound of shattering glass.

Spider-Man somersaulted out from behind the vehicles as they slid back, seeing Aleksei grab another car and throw it where he was about to land. As soon as he hit the ground, he bounced backwards on his feet as the car flew towards him. He stuck a hand out, putting his thumb over his web-shooter as he fired it. The webs flew out sideways on either side of his thumb, attaching to another car and a building on either side of the road, hitting the ground and flipping back again. When the car hit the web, its momentum kept it flying forward, but the web held, and it bounced back, being held in the air.

Alexei snarled inside the suit, shifting into quadruped mode and slowly walking towards the car, firing the final shoulder missile. Spider-Man flipped up over the hanging car, jumping into the air and firing a web to the missile and swinging it around to face the giant suit. Just as Aleksei realized what Spider-Man was doing and tried to stop, the missile hit the side of the suit's chest, exploding. The suit's main body was covered in flames briefly, and Spider-Man shot a web and swung up above it, coming down and landing on top of the still moving but now definitely damaged suit. He fired webs to both of the swinging magazine clips, pulling them and disconnecting them from the arms of the suit.

Aleksei slid the suit to another stop, and Spider-Man jumped off. When the suit turned and raised both of its arms to fire, no bullets flew toward him. Spider-Man smiled under his mask and fired a web to one of the outstretched arms. Aleksei pulled the arm back, and Spider-Man was thrown towards the suit, sticking to the damaged area. He quickly started punching with all of his strength against the damaged hull, breaking further and further into it. When Aleksei caught on, he brought one of the arms toward Spider-Man, but he was already out of the way, and the robotic arm punched a hole right through the armoured exterior.

Spider-Man noticed that the suit was moving a bit more slowly now, and he could hear whirs and clicks now that he hadn't before. But he knew that he needed to damage it further before he could end this. He spun around, firing a web at an abandoned car and at the suit's arm simultaneously, connecting them together in his hands and jumping towards the suit. Alexei swung the webbed arm at Spider-Man, but he had already dodged it. Aleksei's swing pulled the web forward, and the car flew through the air towards him. It smashed into the damaged area of the suit, making a huge metallic cracking noise.

Spider-Man could tell that the damage was spreading, and now he knew exactly how to stop Aleksei. When the car dropped away from the suit, he fired two webs to the suit's chest, and started running around it, firing webs rapidly and holding onto them all in his hand. When he got from one end of the damaged area to the other, the suit moving too slowly to keep up with him, he planted his feet firmly on the ground and pulled as hard as he could. The metal of the suit made a creaky squeal as it strained against Spider-Man's strength, but an uneven crack ran along both sides of the suit from the heavily damaged area, and when they met, the upper half of the suit was torn off. The torso, arms and head of the robotic suit crashed to the ground with a resounding crash, leaving a giant crack in the pavement around it. Aleksei's arms were stretched in the air from being wrenched out of the arm sockets, and they fell limply, while he roared in anger.

Spider-Man started firing webs and running around what was left of the robotic suit again, attaching the web ends to the pavement in about a dozen places.

"I AM RHINO!" Aleksei screamed defiantly. "YOU WILL NOT BEAT ME!"

Spider-Man jumped forward, sticking to the metallic legs that were now stuck to the ground, his head level with Aleksei's.

"Hello, Mr. Rhino." He replied. "I'm the zookeeper."

Alexei threw a punch, but Spider-Man blocked it easily, punching the Russian in the nose. Alexei went limp, his torso hanging over the robotic legs.

"There's your tranquilizer." Spider-Man finished, flipping back off of Aleksei and landing on the ground.

A crowd of people started coming back into the area when it was clear the battle was over, and they slowly started clapping. As more and more people arrived, including the police officers, cheering started, as well as a chant of "SPIDEY! SPIDEY! SPIDEY!" repeated again and again. Spider-Man bowed dramatically, and walked over to the police approaching him.

"Thanks for the help, Spidey." One of the officers said. "I don't think we could have taken that guy alone."

"It's what I'm here for." Spider-Man replied, his spider-sense going off. He turned his head to see a taxi roll up to the destroyed street, Gwen stepping out with his backpack and jacket on one hand, and his shoes in the other.

"I'll let you guys sort out the rest of it." Spider-Man said, slightly turning his head at Gwen to point at a nearby alley. "No offence, but try to make sure he gets behind bars this time."

"None taken." The officer said back, as the other officers moved in to surround Alexei's still body. "Thanks again."

"Any time." Spider-Man shot a web up, swinging over one of the buildings next to the alley he had indicated, when he was out of view, he swung back around and waited behind a dumpster, and Gwen appeared a few seconds later. Nobody noticed him changing as police, firefighters, ambulances and news reporters all drove around the area, and they managed to sneak away.

When the sounds of the sirens eventually got quiet, Peter shook his head. "So…England?"

Gwen sighed, nodding. "Yeah."

* * *

Peter and Gwen walked back to her apartment building, having been discussing the England situation the entire time. They stood outside of the front door, neither of them really knowing what to say.

"So…" Peter trailed off.

"Yeah." Gwen said, looking down. "Peter, I know this isn't good-"

"This is good." Peter cut her off, knowing what she was going to say. "Okay? This is great. You've been chosen for this out of so many people, and you deserve it."

"Yeah, I know, but-"

"But nothing, Gwen." Peter said firmly. "This is an opportunity that I won't let you miss because of me."

Gwen smiled at him. "I know. It's just…I don't want to leave. I mean, I want to go, but…"

"I don't want you to leave either." Peter smiled back, taking her hands in his. "But this is more important than us. This is for you."

Gwen leaned up and kissed him. "Thank you. But I know you'll still think this is a problem." She replied quietly.

"It is a problem." Peter grinned. "If you're in England, who's going to keep me in line?"

"Aunt May."

"Aunt May's been doing it for too long, she doesn't scare me anymore."

"And I do?"

"Of course you do."

"Good." Gwen leaned up and kissed him again, and they hugged tightly, before Gwen walked through the front door of the building, disappearing around a corner a few seconds later.

Peter jogged away from the building, ducking into an alley. When he changed into his Spider-Man suit, he crawled up the side of one of the building's walls, swinging back to his house freely through the air.

Gwen was right. He was going to think this was a problem.

* * *

Peter got home, opening his closet and pulling the suit over his head with a wince and a hiss of pain, the wounds in his arms not quite healed yet. He looked down at his dad's briefcase, still lying on top of everything. He shook his head, throwing the suit on top of it. He plopped down onto his bed and pulled out his phone, scrolling through his pictures to look at all of the ones of him and Gwen together. He smiled as he scrolled though, tossing the phone down and rubbing his eyes.

He didn't want her to go. He didn't want her to leave and eventually fade out of his life, just like his-

Peter cut off that thought before he could finish it, grabbing some headphones and turning up his music, trying to drown out any more unpleasant thoughts that might spring up. He rolled over, seeing his dad's briefcase through the closet door. Peter squeezed his eyes shut tightly, standing up and walking to his closet. He ripped his headphones out and threw his phone on his desk and grabbed the briefcase, overturning it and letting its contents fall out for what felt like the thousandth time.

But right now, he didn't care, he just wanted to anything to keep his mind off Gwen.

He looked at the files, the notes, and the other pieces of miscellaneous junk that was inside. He picked up a calculator, examining both sides, before dropping it and picking up the note written on a piece of loose paper, the Oscorp logo printed across the top.

"_Roosevelt 2 pm"_

He threw that onto his desk next to his laptop, opening Google and searching _"What is Roosevelt?" _He tried variations when that didn't give him any answers, images and websites with information about Franklin Roosevelt, and any involvement he had had with New York, information about the Roosevelt Hotel, even looking at images of Roosevelt island cable cars for clues.

He spun his chair around after about forty-five minutes of searching, grabbing the picture of him and his parents off of his desk. He grabbed a roll of tape from one of his desk drawers, taping the picture in the centre of the wall over his desk.

He started printing off every article he could find that gave him information about his father's work at Oscorp, along with anything he could find on his mother. Every time he printed off a new sheet, he taped it up on the wall, with lines of red tape extending far along both sides. He grabbed some old newspaper articles as well, leaving nothing that he could off.

All of the pictures and articles were connected around large pieces of paper that Peter had marked with things like "Oscorp" and "Roosevelt". Eventually, he had to push his desk out of the way to spread things further down.

He stepped back, laying on his bed and looking at his wall, examining his hours of work. He had posters and pictures he had taken hanging all around his room, but now his far wall, along with half of his door, was entirely covered with newspaper clippings, web articles, pictures, sticky notes, and more, all connected with various colours of tape pointed in all directions.

He rolled over onto his stomach, closing his eyes and eventually drifting off to sleep. He had almost forgotten about Gwen. Almost.

* * *

Harry Osborn was sitting at his desk in his penthouse Oscorp office. The spacious area held other chairs, couches, a bar, and an enormous window behind the desk that gave an incredible view of New York. Harry was turning his small cube in his hand, half-listening to the news that was playing off of a large TV in the corner of the office.

"_We are here on Park Avenue, at the scene of the battle between Spider-Man and an enormous robotic suit that had just robbed the nearby bank." _The reporter was saying, the text under her reading _"Robotic Rhino Rampage"_, surrounded by a crowd of people, the upper half of the robotic rhino suit visible in the background. _"At this time, the police have stated that the man inside the suit was known Russian mobster, Aleksei Systevich, but it is unknown at this time where the suit came from."_

Harry ignored it for the most part while the reporter continued with a bit more information, details of the battle from eyewitnesses, and police statements, before signing off.

The screen switched back to the anchor, who continued. _"Online polls show a sudden uptick in public sentiment in favour of Spider-Man. Tonight, it would seem New York City owes him a debt of gratitude."_

Harry sighed, switching off the TV and pulling his chair out, ready to head back home. He had been there only briefly before Menken and a few others had taken him on a brief tour of the major Oscorp facilities, but he cut it short and said he would investigate things more specifically when he had the time. After all, when you just acquire a company as large as Oscorp, there are some things to do before you settle in. He had spent the rest of the day sitting in his office, looking over various files, and when he was finished with them, Felicia took them away, leaving him alone to stare at the cube more, still wondering what it could be. He'd carefully tried different ways of opening it, looking for a USB drive of something, but it had yielded no results.

He shook his head, standing up and throwing the cube onto the glass desk. But instead of just clattering on it and sitting still, a glowing blue ring appeared on the desk around the cube, with a noise that sounded like a computer activating. Harry looked down at it in confusion, slowly sliding back into his seat with a bewildered expression. He slid the cube down slightly, and a list of files popped up. When he touched the desk and slid the list to the side, five more lists appeared. He scanned the list names, seeing things like "venom storage", "Ravencroft", "plutonium lab", "eel lab report", "nano drug system", "poisonous plantae", "Dr. Connors file", along with various documents from other Oscorp sites, experiments and weapons. All of that was just on the surface, as each list had arrows at the bottoms that indicated that they could be scrolled down.

Harry put his finger "Sub-Station 6", dragging it over and expanding it with his fingers. He selected one file, and it expanded into a diagram of a suit of technological armour, standing on top of an "enhanced mobility unit" as the label read. A small video in the corner of the window showed an animation of the armour shifting its weight side to side and moving the unit through the air, like nothing Harry had ever seen.

"_Next-generation military body armour." _A computerized voice said. _"Features include: enhanced mobility unit, battlefield injury repair, direct nervous system interface-"_

Harry cut it off, shrinking the box and pulling up another one, labelled "Rhino". He expanded the box to show the suit of armour that the news had shown some shots of, but in one piece.

"_Robotic suit designed for heavy combat."_ The computerized voice said. _"Designed to withstand incoming attacks, fully outfitted, modeled after rhinoceroses for their strength and power-"_

Harry cut off the voice again, leaning back and rubbing his eyes _"Nobody can know about this."_ He thought, before leaning back over the desk, scanning through files for anything that might catch his eye.

He knew that his night wasn't over, and that he wouldn't be returning home.

* * *

_**So there's chapter 3 everyone! I know we never got to see that fight with the Rhino, but that's just my take on what could have gone down, and hopefully you can visualize it as well as I could. See you next time!**_


	4. Chapter 4

It was early in the morning when Peter heard his phone ringing from across the room, and he slowly stumbled out of his bed, picking it up and speaking groggily. "Hello?"

_"Pete, it's me."_

Peter recognized Harry's voice. "Hey, Harry...what time is it?"

_"Uh, late…early, I don't know, I've been up all night."_

"Yeah, me too." Peter replied, sitting back down on his bed.

_"I need to see you. It's important."_

"What's going on?" Peter asked.

_"I can't really explain on the phone. Can you get to Oscorp Tower in the next few hours?"_

"Yeah, sure." Peter replied, standing up and stretching. "I'll see you in a bit."

_"Thanks, Pete. Bye."_

"Bye." Peter ended the call, tossing his phone onto his bed. Harry's voice hadn't sounded normal, but Peter didn't know what specific emotion it was. He shrugged, and walked into his bathroom to get ready. He'd figure it out when he got there.

* * *

It took Peter about an hour to get ready and head into the city towards Oscorp Tower. By the time he reached it, the usual hustle and bustle of employees moving in and out of the revolving doors had started, and he dodged around people to walk into the main lobby, taking in the size and scope of the room for the first time in about a year.

A young brunette woman walked over to him as he strolled slowly forward, walking through the hand scanners. "Mr. Parker?" She asked.

"Yeah." He replied, turning and walking towards her.

"Hi." She said, shaking his hand. "I'm Felicia, I'm Harry's assistant. It's nice to meet you."

"Nice to meet you." Peter smiled, taking the guest badge she handed him, and following her through the handprint scanner, which she activated.

The two shared a silent elevator ride up to Harry's office, stepping out into a short hallway with two spacesuits on either side of the elevator door. He followed her around a corner, and stopped when he saw what was in the doorway.

A blank-faced man was wearing a plain shirt and camouflage pants, but what Peter noticed, what anyone would notice, was the green armour overtop of it. It looked incomplete, but it covered half of his chest, one shoulder, and most of his arm, and one hand. The other side of his body showed what was under the armour, the mesh that was fitted around the man's frame, wires and the metal bands that were wrapped around his arm that kept the armour attached. Harry was standing further into the office behind the man, and three scientists were standing to the right of him, Peter assumed they were there to show Harry how it functioned.

Felicia stood beside the man at the doorway, while Harry gestured to his back, throwing a small rubber ball between his hands. "Cool, right?" He asked Peter. "It's a new military body armour prototype. Check it out."

The man raised his arms, punching them both forward with a whirring noise. Peter frowned, not really knowing what to make of it. The man turned around, raising and lowering his arms, showing the gears exposed on the back of the suit move in perfect synchronization with his body.

"That's amazing." Peter said. "That's amazing joint flexibility. What does use, servomotors?"

"No, it's electrically conductive nano-fibres." Harry replied. "Any battlefield injury, a broken leg, a gunshot wound, the suit pretty much does the walking for you while it heals your body. I found it in my dad's files, but this is just the floor model. The real thing plugs right into your nervous system, and it's got this glider that can fly you out of any situation that you might need a quick exit from."

Peter exhaled, indicating that was impressed.

"At least, that's how it was explained to me." Harry added, smiling at the scientists. "Excellent work, and thank you."

The scientists nodded silent thanks to their boss, moving towards the door. The man in the suit didn't move his face or speak, but walked past Peter out of the office and towards the elevator.

"What do you think?" Harry asked, motioning around his giant office. "I got a view of my very own power plant." He bounced the ball off the floor as he walked towards the window. "Am I lucky or what." He said, slightly more angrily than before, and threw the ball against the window.

It bounced back, knocking over a vase on Harry's desk, which smashed to the ground, and flew back towards Felicia and Peter. Peter stuck out his hand a few inches away from Felicia's face, catching the ball before it hit her.

"Nice catch." Felicia said, looking at her boss.

"Careful, Harry." Peter said, not trying to make it sound insulting. He bounced the ball back to Harry, who looked upset at losing his temper, and was giving Felicia an apologetic look.

Felicia walked quickly over to the smashed vase, but Harry walked in front of her, blocking her path.

"You don't have to do that right now." He said, smiling.

She stopped, but looked down and noticed that Harry's hand had started to shake. "Are you all right?" She asked, concerned.

"Yeah." Harry replied, gripping his wrist with his other hand and putting them behind his back. "Yeah, I'm fine."

"Are you sure?"

"Yes, I'm sure." Harry brought his hands out in front of him, no longer shaking. "Can I just…can I just have some time alone with my friend, please?"

Felicia glanced at his hands, and nodded, giving him a small smile. "Sure." She turned around, walking out of the office. "Nice meeting you." She said to Peter as she passed him.

"Yeah, you too." Peter replied, stepping further into the office as a glass door slid together in the doorway. "Is everything okay, Harry?" He asked, giving Harry a concerned look.

"Not really, Pete." Harry answered, bouncing the ball to Peter. "Turns out that my father gave me something else along with all this." He motioned around the room.

"What?" Peter asked, catching the ball.

Harry shrugged. "His disease. I'm dying, but I think you can help save my life…and my dad's. Come with me."

Harry walked past him and into the boardroom connected to the office, Peter following him and sitting in a seat on one side, looking at him concernedly. Harry tossed the cube onto the table, and the glowing ring appeared again.

"This is all of my father's files, everything he ever worked on." Harry explained, sitting down across from him. He started sliding out files, lining them up on the table. "I've barely scratched the surface, but I found one marked…"Peter"."

Peter looked up at him, confused.

"You're going to want to see what's in it." Harry continued, turning the files around and letting Peter look at them.

Peter looked down at the pictures, which started from when he was a kid, and went on through his life. As he scrolled through, he saw a picture of himself as at ten years, dressed up in winter clothes. Next to it was a smiling picture of Aunt May, and another picture of him.

"What is this?" He whispered, looking up at Harry.

"He had you, and your aunt, and your uncle under surveillance." Harry laughed a bit. "It's crazy, right? I mean, he spent more time watching you than me."

Peter let out a deep sigh, standing up and starting to scroll through the pictures. He looked at picture after picture of him walking, at school, at a fair, sitting down, and more.

He eventually looked back at Harry. "Why?" he whispered again.

Harry shrugged. "Isn't that the question of the day." He replied. "Did they ever tell you anything?"

Peter shook his head, looking extremely disturbed. He didn't even know what to say about this.

"But it gets better." Harry added, leaning over the table. He started rapidly scrolling through files. "They made this when they started working together." He said, selecting a file and opening it, dragging a file inside across the table quickly. A video appeared on the screen hanging on the wall, the desk connected to the screen wirelessly.

The video showed Richard Parker and Norman Osborn standing together in a laboratory, surrounded by older equipment, and a row of containers with spiders crawling around inside them. Norman was holding a cane, his hands shaking. Peter was shocked to see his father, and he slowly turned to watch the video play. Harry sat down in one of the chairs, watching it calmly.

"_So, the common household spider, unlike human cells, theirs contains the power to self-heal from severe infection, tissue damage, et cetera."_ Richard was saying. _"We've used a radioactive isotope to genetically engineer these…super-spiders with compatible human DNA."_

"_You're looking at the world's first human-spider hybrid." _Norman added. _"Brought to you by Oscorp."_

"_The hope is to extract the venom from their glands…and turn that into a cure." _Richard continued. _"An agent that heals diseased cells."_

Harry clenched his fist, pressing it against his mouth.

"_And if I can be cured, think of what this could do for other diseases like Alzheimer's, even cancer." _Norman said.

Harry dragged the clip down, cutting it off. He dragged it back over, closing the file. "Fourteen years of research, and nothing to show for it." He said, standing up and walking over to a small table underneath the screen.

Peter looked at him slowly, the look of shock still on his face.

"Except maybe this." Harry continued, slamming a Daily Bugle newspaper down on the board table. On the front page, there was a large, clear picture of Spider-Man swinging through the air, with a big headline indicating it.

Peter looked up from it at Harry, keeping a confused look on his face and trying to be extremely careful to not give something very important away.

"Spider-Man." Harry finished, smiling at Peter.

"What about him?" Peter asked.

"Don't you get it?" Harry asked incredulously. "He must have bitten by one of those things, and it worked! I don't know how, and I don't know why, but he can do everything that one of those spiders can do, which would include including self-healing."

Peter nodded, like he was just now starting to understand.

"I need to find him." Harry said. "I need his blood."

"His blood?" Peter asked, slowly sitting back down in one of the chairs. "You need Spider-Man's blood?"

"It'll save my dad. And me." Harry explained quietly. "The spiders are all dead, they destroyed them to "restore investor confidence", so now, his blood is my only chance. It'll save him."

"It may not, Harry." Peter tried to reason. "I just mean…it might not be that simple. You saw what happened to Curt Connors, right?"

"This is different." Harry insisted. "That was a lizard, he was trying to re-grow limbs, and his cells weren't diseased-"

"I don't think you can just set up a vein and have Spider-Man donate." Peter cut him off. "I mean, maybe he's sensitive about-"

"Sensitive." Harry laughed, interrupting him.

"Needles and…tubes." Peter shrugged. "I don't know, man, I'm just thinking out loud-"

"Sensitive." Harry repeated. "Well, maybe you could sensitively tell me where he is, and I will go ask him myself."

"What?" Peter replied.

"You took this picture." Harry said, pointing to the small credit in the corner of the newspaper photo. "This is a really good picture, and I'm sure you're great at photography and everything, but I've seen him move, and he goes a bit too fast for you to just move up your camera and take a picture that good."

"Harry, I-"

"So that means that you got it set up with him, and you talked to him to get it set up." Harry cut him off. "You know him."

"Harry, I took a picture from a long way away, I used a long lens." Peter replied. "I don't know him."

"I figured out what you said at the river." Harry said.

Peter turned his head, legitimately confused.

"About how he gives people hope." Harry reminded him. "About how he can do amazing things and he does them to help people. Does that really sound like the kind of thing you just say about a guy?"

Peter sighed, looking down.

"Just say yes." Harry pleaded.

Peter didn't reply, but stood up and walked over to the boardroom door, grabbing the handle.

"Don't turn your back on me!" Harry snarled, grabbing Peter's arm and pulling him around to face him. "My entire life, I've been nothing but a disappointment to my father, and now I have a chance to save him. Please."

Peter started to say something, but closed his mouth, rubbing his eyes.

"I don't want to end up like him, Peter." Harry whispered, tears forming in his eyes. "I saw what he is now, and I…I just can't."

Peter sighed. "I'll try to find him." He said quietly, nodding. "I'll try to find Spider-Man."

Harry smiled, pulling Peter into a hug and sniffling into his shoulder. Peter hugged his old friend back, patting his shoulder re-assuredly.

"I don't know how, but I'll try." Peter said again.

"Thank you." Harry said, wiping his eyes.

"You're welcome." Peter replied, patting Harry's shoulder again, and walking out of the boardroom towards the elevator.

Peter let out a deep breath and leaned back against the wall when the doors closed, closing his eyes. When the doors opened, he walked out of the elevator on autopilot, not paying attention, and walked right into a woman who was waiting outside. He started to apologize when he realized it was Gwen.

"Hey." He said, smiling at her.

"Hi." She replied, smiling back. "What are you doing here?"

"I was visiting Harry." Peter answered. "It went…well, not exactly good, but-"

"What's going on?" Gwen asked. "Is everything okay?"

"Not really, but I don't think this is the best place to discuss it." Peter shrugged.

"I was just going to lunch, I forgot to grab my purse off my desk." Gwen replied, smiling. "Korean meatballs?"

"Sounds great." Peter replied.

* * *

After Gwen retrieved her purse and they both took a short taxi ride to Sixth, they were sitting at an outside table in front of the restaurant Gwen had told Peter about, both silently enjoying their meals. When they were done, they both sat back in their chairs.

"Those are mind blowing." Peter said.

"I told you." Gwen replied, smiling at her little victory. "So, what's going on with Harry?"

"He's sick." Peter answered. "He's dying, the same disease as his dad, and he thinks that the only thing that can save his and his dad's life is my blood-" He paused, looking around for anyone listening. "Is Spider-Man's blood, and if I give it to him, I don't know what could happen." He continued, more quietly. "It could kill him."

"Or worse." Gwen said, wincing when she realized that probably didn't help.

"Yeah. Or worse." Peter nodded. "So I made something up to stall for time, and that's one more thing to deal with. Plus, that Russian guy, the one in the rhino suit, he said that someone paid him to rob that bank, and I have no idea who that could be. And there's the whole thing with my parents, and I…" He trailed off.

"What about your parents?" Gwen asked softly.

"I was up all night thinking about them." Peter answered. "My dad worked with Norman Osborn on the spiders that bit me, and I feel like maybe I can figure out this stuff he left, but I...I feel like I'm just missing one thing."

"Peter, you'll figure it out." Gwen said. "You're one of the smartest people I know, and sometimes…sometimes the answer is right in your face, but you just can't see it yet."

Peter nodded, looking down. "I guess so."

"I've got to head back." Gwen said, picking up her purse and standing up. "I love you."

"I love you too." Peter replied, kissing her and going inside to pay for their meal. When he came back out, Gwen was already gone. He sighed, sitting back down in a chair for a few minutes, thinking about everything that had been going on lately. Eventually, he shook his head, stood up and headed back home.

* * *

"Aunt May!" Peter called out, slamming the door and looking around the main floor of the house. When he couldn't find her, he went upstairs, seeing the door to his room slightly ajar. He walked in, seeing May sitting on his bed, looking at his wall of information with a concerned expression on her face.

"What are doing…" He trailed off, seeing the expression on her face.

"When did you do this?" May asked.

Peter sighed, turning around and looking at his wall, before turning back to face his aunt again. "There's something you're not telling me, Aunt May." He said.

May closed her eyes and sighed, looking at her lap.

"Every time I mention my parents, your eyes go down." He said, pointing at her doing it that very moment. "I know you're not telling me something. You're lying to me, I know, you love me-"

"I don't lie to-" Aunt May started to say.

"Yes, you do." Peter interrupted, walking towards her and kneeling down. "You have to tell me, please." He whispered. "That's my father." He pointed behind him at the wall.

"Yes, he was your father." May replied. "But that didn't seem to stop him from leaving you here…" She trailed off, sighing again.

"I need the truth." Peter pleaded.

My looked back up at him, her gaze harder. "The truth is, your parents left you here, on our doorstep." She said. "You were this little boy, whose whole world was turned upside down, with no explanation."

Peter's face turned sadder and sadder as she talked.

"We did the best we could, your Uncle Ben and I." May continued. "I mean, who else was going to care for you, and protect you, and worry about you? Your father? No. _I_ was the one who wiped your nose, and made you brush your teeth, and do your homework and washed your dirty underwear."

Peter stood, up tears forming in his eyes as he looked down at her.

"Me! Your stupid, non-scientific aunt!" May rambled on, her eyes getting wet. "Who doesn't know how to make ends meet, who has to work double shifts with twenty-two year old kids so I can pay for you to go to college, and I don't know how to do this without Ben!" She put her hands to her eyes, shaking a bit. "I don't know how, and…and you're dreaming about your perfect father, who was never here! No…no, I won't tell you. You're my boy, and as far as I'm concerned…you're my boy. And I won't hurt you." She stopped, starting to cry silently.

Peter knelt back down in front of her, rubbing her shoulders. "I'm your boy." He whispered, smiling. "You're my everything." He put an arm around her shoulder. "You're enough. You're more than enough, that's not what this is about. Don't get that twisted." He let out a small breath. "I love you so much."

"I know."

Peter leaned forward, resting their foreheads together as they both sniffled, tears running down their faces. "It's okay…it's okay." He whispered.

He leaned back, taking in a breath. "May." He said, looking her in the eyes. "I need to know."

"Alright." May whispered. "I'll tell you everything I know...but it will hurt you." She warned.

"Okay." Peter whispered.

May sighed, brushing some hair out of her face. "A few days after the funeral, two government men came to see us. They said the genetics research your father was doing with Norman Osborn was very valuable, and that people would pay a lot for it, and that's why he ran off with it." She looked up at Peter. "They said he was a traitor, but I couldn't believe it, Peter. They told us he betrayed his best friend, all of us…for the money."

"I don't…" Peter said, standing up, looking back at the wall. "No, I don't get it. This…this doesn't make sense."

"Yes, I know, I know." May replied. "I didn't believe it either."

"It doesn't make any sense."

"Peter, I don't know." May continued. "For so long, I would play it over and over in my head, what had I missed? What had I missed, he was just this…normal, unassuming guy. He wore the same ratty lab coat for twenty years, he took the D-Train to work at seven every morning, came home at six every night." She shook her head, looking helpless. "I don't know."

Peter turned around slowly, not knowing what to say, or even what to think.

"Maybe everyone has a part of themselves that they hide. Even from the people they love." May said, looking up at him.

Peter turned at stared at the wall, not moving an inch.

May said his name a few more times, trying to get his attention. When she knew she wasn't going to get a response, she slowly got up and walked out of his room, closing his door quietly. Peter stared at his wall for a long time, thinking for the rest of the day, before he eventually went to sleep, knowing what he was going to do the next day.

* * *

"Mr. Osborn?"

Harry woke up to the sound of the voice. He had fallen asleep on a couch inside the living room of his manor, on top of his jacket with an empty glass and his small cube left out on the table. His eyes were red, and he was looking around the room, confused.

"Look up."

Harry looked up, and smiled when he saw Spider-Man slowly descending from the ceiling on a web.

Spider-Man turned right-side-up, sitting down on a chair. "I hear you've been looking for me."

"I can't believe it." Harry said, laughing a little. "Spider-Man." He got up, sitting down in the chair beside the costumed man, pouring a drink into a glass. "So you talked to Peter?"

"Yeah." Spider-Man answered, nodding.

Harry smiled and shook his head happily, taking a sip from the glass.

"I want to help you, Mr. Osborn, I really, really do." Spider-Man said, after a brief silence. "But I can't give you my blood. Not right now."

Harry's smile faded away. "Excuse me?"

"It's too dangerous." Spider-Man explained. "If my blood isn't compatible with you, or your dad, you could die."

"He's already dying." Harry replied. "Your blood can't make him die more."

"But it could do something worse." Spider-Man said.

"Okay." Harry said, nodding. "Okay, how much?"

"How much what?"

"How much do you want?" Harry asked. "Name it. You want a boat? You want a plane? You want money, how much do you want?"

"I don't want your money."

"Then what do I have to do to convince you?" Harry asked, growing more impatient and angry as time went on.

"I don't think there's anything you can do to convince me it's not a bad idea." Spider-Man answered.

"I thought….I thought you were supposed to help people." Harry said in disbelief. "I thought that's what you do, you save people's lives!"

Spider-Man stood up, walking away from him slowly. "I do, but..."

"You're just going to let my father die." Harry hissed. "And then me."

"I'm trying to protect you right now." Spider-Man replied.

"No, you're trying to protect yourself." Harry replied. "What you're trying to do is keep your hands clean."

"Look, we just need a bit more time to figure out something else-" Spider-man started.

"I don't have time!" Harry yelled, throwing his glass behind Spider-Man, and it shattered against a bookcase. A shard flew out, but Spider-Man caught it a few inches away from Harry's face. Harry stopped for a second, breathing heavily while he stared at the shard.

"Harry, look…I've been testing my blood." Spider-Man said, trying to quickly come up with an excuse. "I've been running tests, to see how it works, and if it's dangerous. If you can give me a few days at the most, then I can get you my blood."

"I own the world's biggest scientific company." Harry replied. "Give me your blood now, and I can have it tested in minutes."

"Look, no offence, but I think we both know why I can do the things I do." Spider-Man answered. "And after the whole "giant lizard" thing, you'd understand why I'm skeptical to put my blood back in Oscorp."

"Okay, I get it." Harry nodded. "It's fine, just please hurry. I…I don't know how much longer my father has."

"I understand." Spider-Man said, putting a hand on Harry's shoulder. "We'll figure this out, okay?"

"Okay." Harry replied.

"I'll get right on it. I promise." Spider-Man said, jumping up to the open section of the large window, flipping out and firing a web, swinging out of view. But instead of swinging away, he stuck to the wall right outside the window, leaning his head back and sighing. One more thing to worry about.

Inside, Harry walked back over to the chair, sitting down and pouring himself a drink in the other glass sitting on the small table. He downed it all in one drink, and looked at the cube sitting near the couch. He put down the glass and walked over to it, sticking it in his pocket and pulling on his jacket. He walked out of the room, towards the back where his car and his driver would be, to take him to his office for the day.

If Spider-Man couldn't help him in time, he would need to look for a back-up.

* * *

Back in his room, having sneaked in through the window again, Peter had changed into regular clothing, and was trying to call Gwen, pacing back and forth as he heard the phone ringing. Eventually, after what felt like an eternity, she picked up.

"_Hello?"_

"Hi! Gwen, I really need to talk to you."

"_Can you make it quick, I'm running late right now."_

"What's going on?"

"_I'm late for my Oxford interview, I'm almost there now."_

"Okay, I just need to say one thing, and then I'm done."

"_Okay, then go."_

"Everything is a mess." Peter started rambling. "My dad, my mom, everything I thought about them? Lies! Lies, and none of it makes sense anymore. And then I have to figure out what I'm going to do with Harry, because he was my best friend, of course I want to save him, but what if my blood does something terrible, to him, or his dad? And now I have to lie to him to stall for time, and-"

"_Peter-"_

"And the only thing I keep coming back to, Gwen, is you. I love you."

"_I love you too, Peter."_

"I just…I don't want you to go." Peter said. "And I know that's terrible, and selfish, but I just really…really don't want you to go."

"_I have to go to England, Peter."_ Gwen said, finally managing to talk. _"It's important to me."_

"I know, but-"

"_Peter, maybe we're just…on different paths right now."_ Gwen cut him off. _"This is what happens. People go through high school, they fall in love, and then real life cuts into it and they move on."_

"Gwen, please just-"

"_I have to go, Peter, I'm here."_ Gwen said, sounding noticeably upset. _"I love you, but I have to go."_

"Gwen, wait-" Peter tried to say, but the call ended. "Good luck." He whispered to his phone, throwing it onto his bed.

He paced across the length of his wall, getting angrier and angrier the more he thought about it. He stopped in front of the picture of him and his parents, ripping it off the wall, along with several of the attached papers. He ripped every paper off the wall, until it was completely blank, crumpling it together and shoving it into an empty laundry basket. He threw the basket on the ground, picking up his dad's briefcase and shaking it, upturning it. The things that he hadn't taped to the wall fell out, his calculator, pencils, glasses, and subway tokens. He looked at them angrily, wanting to smash them, but not knowing what to do.

Peter suddenly stopped, kneeling and picking up one of the subway tokens, voices floating through his head.

"…_he took the D-Train to work at seven every morning, came home at six every night…"_

"…_sometimes the answer is right in your face, but you just can't see it yet…"_

Peter walked over quickly to his desk, opening Google on his laptop and searching _"Roosevelt + Subway + D-Train"_. He opened a website on abandoned train stations, on the page for "Roosevelt "Spur". It showed a large picture of a very old train car, underground somewhere, and a small blurb on it at the bottom of the page.

_"Roosevelt secret station, track sixty-one, a secret subterranean extension of New York's "D" Line train under Pershing Square, was originally built to transport President Franklin Roosevelt away from the public eye to keep his polio hidden from the American people." _He read. _"Legend has it, FDR's limo would drive off the train car (photographed above) and into a large, private elevator that would take the vehicle straight to the Waldorf-Astoria Garage."_

Peter ignored the fun fact about a party that Andy Warhol had once thrown there in 1965, looking at the subway tokens, and back up at the screen, gasping when it hit him.

* * *

It was early in the evening when Peter dropped down into the abandoned, underground train station, finally finding a way in. He heard some voices in the distance, but they were too far away for him to worry about. He crawled under a large metal door that would normally close over the tracks, but the metal had rusted away at the bottom. He looked in the spacious train station, benches, the track, all intact, but age having rotted a lot of the quality away. He hopped up onto the platform, looking around and walking slowly, noticing a sign that said "Roosevelt."

He walked towards an old token slot machine, with the moving bars to walk through to enter the station, taking out the subway tokens he'd found in his dad's briefcase and looking at them. He swallowed, and inserted one of the tokens into the machine. He walked through the rotating bars, and waited.

After a few seconds, Peter punched the wall in front of him, angry and disappointed. He kicked it and hit it again, but heard an enormous crash from behind him. He turned around slowly as the sound of more metal moving, as the train tracks elevated, moving apart. They folded open, and a single train car slowly lifted out from underneath them, the lights turning on and the doors sliding open.

Peter slowly walked towards it, unsure of what he would find inside. As he looked around it, he saw a lab coat hanging, decade-old computers, books, lab equipment, chemicals, and other things littered around the car.

He saw one computer screen flicker on, and he walked over to it, sitting down on the stool in front of it, noticing a few pictures of his father and Peter as a kid taped to the monitor. He clicked on the top of the list of files shown on the screen, and a small video popped up. When the pixels cleared and the video loaded, Peter saw his father was sitting in a dark room, speaking quietly to a low-quality camera.

"_My name is Richard Parker."_ Richard said in the video, the quality flickering as he spoke. _"Whatever lies will be told about me, I would like the world to know the truth. Oscorp was already a leader in genetic research, when Norman Osborn made a deal with a foreign military organization to continue funding my research. And I discovered what they were going to use it for."_

Peter leaned closer to the screen.

"_Weapons. Biological weapons, of course. So I refused…and now, to eliminate me from the picture, Norman Osborn has falsified evidence against me in order to take control of my work. But it doesn't matter, because there's something else that Norman doesn't know. The human DNA that I implanted in the spiders…was my own."_

Peter let out a little laugh. _"That's why they were following me."_ He thought.

"_Which means that without my blood, Oscorp can never continue or replicate my experiments. I have destroyed as much as possible from the archives, but I didn't have time to kill all of the spiders, so as a scientist, my choice is very clear now. I have to disappear, I have to get as far away from here as I can. But as a father, it means I may not see my boy again."_

Tears slowly formed in Peter's eyes, and he swallowed.

"_And nothing is as important to me as my son, Peter. Nothing in this world. But I have a responsibility to protect the world from what I've created, and to protect him from what I know Osborn is capable of. People will say I'm a monster for what I've done…and maybe they're right."_

Peter shook his head, even though he knew his father couldn't see it.

"_I always thought that I'd have more…time."_

"_Dad? DAD!"_

"_I'm sorry."_

The video file cut to static, and the window closed, leaving only the list of files on the screen. Peter leaned back on the stool, starting to cry, but eventually starting to laugh. He knew it. He knew it couldn't be true.

Peter spent the next few hours looking through all of the files on the computer, before he eventually went back home. For the first time in a few days, he went to sleep peacefully, thinking about one thing and one thing only, the thing he had been trying to figure out the most

But he didn't need to solve it anymore.

* * *

_**So there's chapter 4 everyone! A lot of people have been leaving reviews asking me to not kill off Gwen...HAHAHAHAHAHAHAHAHAHA! SEE YOU NEXT TIME! HAHAHAHAHAHAHAHAHA!**_


	5. Chapter 5

For the second day in a row, Peter woke up to the sound of his phone ringing, but this time it was Gwen on the other end of the line. He checked the time and saw that it was almost noon, and he answered the call. "Hello?"

"Hey, Peter, it's Gwen."

"Yeah, hi, what's up? How'd the interview go?"

"Really well, actually…they just got back to me, and I…I was accepted."

"Oh!" Peter replied, rubbing his eyes. "That's…that's great!"

"Yeah, I'm starting to get some stuff ready now. You know, looking into flights, what I'm bringing, and I…" Gwen trailed off. "And I can't believe I'm actually going to England." She finished, letting out a breath.

"Me neither." Peter said, sitting on his bed with a sigh. "Do you want to talk about it?"

"I really do. Can you come over?"

"Aunt May has some stuff for me to do, but I can come over later."

"Thanks. I love you, Peter."

"I love you too." Peter replied, hanging up his phone and throwing it onto his bed, leaning back against the wall and closing his eyes. He shook his head after a few seconds, standing back up and pulling on some clothes, going downstairs to see what Aunt May needed him to do for the day.

* * *

Harry's eyes opened at about three o'clock, and he stretched his arms up. He had fallen asleep in his Oscorp office, leaning over his desk, looking through files for anything about the human-spider hybrids that his father and Peter's had been talking about. He had been looking through everything he could, every file, every picture, just looking for a reference to any surviving spiders.

But, when he stretched, he felt a sharp sting in his neck. He hissed in pain, bringing his hand to his neck and feeling the sting again. He brought his hand away, and he turned his head slowly, looking at his neck on the reflective surface of the desk. He saw a small spot on his neck, looking like his flesh had been eaten away.

"_No."_ He thought, leaning back in his chair. He rubbed his eyes, starting to breathe fast. _"This is going too fast."_

He leaned back over the desk, starting to look through files again, even faster than before. After about an hour of this, Felicia walked into his office hurriedly, looking at him with extreme concern.

"Harry, I'm so sorry." She said.

"What do you mean?" Harry asked, looking confused.

"You didn't hear?" She asked incredulously. "Nobody's told you yet?"

"Told me what?" Harry asked, closing the files and standing up slowly.

Felicia walked over to his desk, picking up the remote to the TV hanging on his wall. She looked at him, and clicked it on. On the news channel, the anchor was talking over a large text box at the bottom of the screen that read _"NORMAN OSBORN - DEAD"_

"_And now on to breaking news, Norman Osborn, founder and former CEO of Oscorp, has died."_ The anchor was saying. _"Oscorp representatives have confirmed. He is survived by his only son, Harry Osborn, who recently took over the position of CEO from his long-ill father."_

Harry slowly sat down in his chair, closing his eyes tightly and starting to breathe quickly.

"_Osborn fundamentally changed the medical profession's approach modern approach to human healing-"_

"Shut it off." Harry whispered.

Felicia did as he said, turning back to look at him sadly. "Are…are you okay?"

Harry shook his head, standing up and walking over to the bar on the far side of his office. He poured some scotch into a glass silently, downing it and leaning over the bar.

"Is there anything I can get you?" Felicia asked, not really knowing what else to say.

"Not unless you can bring those spiders back to life." Harry replied.

"Spiders?"

"The ones they destroyed." Harry said, pouring himself another drink. "To restore investor confidence." He added, downing the glass's contents again. "Go home, Felicia. Take the day off." Harry walked over to the window, looking out at the city.

"Harry, I think I know a way that you can get what you want." Felicia said.

Harry turned around to look at her, a flicker of hope on his face. "What do you mean?"

"Well, ever since you told me about that, I've been thinking." Felicia answered. "What if the spiders aren't entirely gone?"

"They're dead, Felicia." Harry replied. "I've been looking for any sign of them in the files for hours. And now he's dead, too…"

"It may not be the spiders you need to look for." Felicia replied. "I heard Menken talking to one of our security heads about something to do with some "venom" about a week ago. And I thought, what if they extracted the venom from the spiders before they killed them, or something like that?"

Harry slowly walked towards her. "They would be complying with the lawsuit, but they'd still have the data in case they ever needed it." He finished for her, starting to smile. "That sounds like dad, all right. Do you know where it is?"

"I didn't hear him say anything specific, all I heard was something about "Special Projects"." She answered, shrugging.

Harry ran back behind his desk, opening the files and tapping on the small search bar at the top of the transparent display. He typed "Special Projects" in the bar, clicking enter, and his smile grew when he saw a list of files appear. He dragged a few to the side, things like the body armour, the giant rhino suit, which he made care to get out of view when Felicia walked around his desk to see what he was doing.

Eventually, he tapped on a file that had the title "Spider Venom", and opened it. It showed a large containment case on a small table, with a picture of a spider with large text next to it that read "Araneus Oscorpeus", underlined with some information under it, as well as its DNA formula beside it. A syringe was sitting next to it.

Harry leaned back, looking up at Felicia. "Get Menken in here now."

Felicia nodded, exiting the office and heading outside towards her desk. A few minutes later, Menken walked in, an exaggerated look of sadness on his face.

"Mr. Osborn, I would like to extend my deepest condolences-" He started.

"Save it." Harry cut him off. "I want into Special Projects, and I want the spider venom. Now."

Menken looked shocked. "Mr. Osborn, I can't just-"

"Yes you can." Harry hissed, interrupting him again. "I have to do this myself. Peter wouldn't help me, dad's dead, and now I'm starting to rot away, just like him." He pointed at his neck, and Menken winced at the sight of the spot. "So, take me down to Special Projects, or you'll find yourself job hunting very soon."

"Mr. Osborn." Menken said firmly. "It's not safe. It never-"

"I've had this conversation already." Harry interrupted coldly, pulling his jacket off of the back of his chair and putting it on. "Let's go."

Menken nodded, turning and walking out of the office, Harry in close pursuit. When he passed Felicia's desk, he smiled and nodded to her. He and Menken stepped into the elevator, and Menken typed in a code to the touch-pad panel, sliding his hand across it when he was done.

"_Special Projects Division."_ the computerized female voice said, and the elevator started to descend.

When the elevator stopped moving, the door opened in a large, circular, dark room. When Harry and Menken stepped out of the elevator, fluorescent lights flickered on from around the ceiling and walls, and giant metal doors lifted into the ceiling, revealing several different types of technology. Each piece of equipment had its own little room, with glass doors separating them down long hallways. The two men were bathed in green light as Harry looked at all of the tech in wonder.

"What is all this?" He asked.

"Everything that hasn't been completed, or…legally confirmed." Menken replied. "The ones here are the most valuable."

Harry saw the room that had the containment unit he had seen in the files inside it, a room with the completed body armour, a room with a set of slowly moving mechanical tentacle arms, a room with a set of folded-in mechanical wings, but quite a few of the rooms were empty. Harry looked between the suit and the venom unit, remembering Spider-Man's warning about something going wrong, and making a mental note to head in its direction if something did. The two men walked over to the glass door for the spider venom, and it slid open automatically. Menken opened the unit, and a small tray of vials containing green liquid lifted up out of it.

"Load one up." Harry said, pulling off his jacket and throwing it to the ground.

Menken sighed, picking up the syringe sitting next to the unit and one of the vials, twisting the vial into the syringe. "It won't work. We ran every diagnostic test, apart from human trials." The green liquid flowed into the transparent tube behind the needle.

"Actually, you've already done human trials, but I'm the only one who's figured it out." Harry replied, holding out his arm. When Menken turned and held out the syringe to Harry as if he expected him to take it, Harry shook his head. "Do it, now." He hissed, his hand beginning to shake.

Menken slowly inserted the needle into Harry's shaking arm, and Harry hissed with pain. When the liquid had flowed into his arm, he stepped back quickly, waiting for a reaction.

Harry slowly brought his hand up to his face, starting to laugh with relief. It had stopped shaking. "You had it all this time." He said, but not to Menken. "Why didn't you just try it?"

Menken relaxed, and Harry laughed a little bit more to himself, before gripping his shoulder, his face twisting in pain. Menken looked at him in shock as black veins started crawling up his neck, his neck wound darkening. Harry took in a sharp breath, before dropping to his knees, screaming.

Harry felt as though thousands of fiery needles were moving underneath his skin. He started to claw at his shirt, ripping it to shreds and showing the black veins expanding across his torso, along with more spots like on his neck, his skin being eaten away.

Menken ran around him, a horrified expression on his face. He pressed an alarm button and got into the elevator and pressed the lobby button rapidly, until the doors closed around him. The lights around the room started to flash, and an alarm started blaring.

Harry continued to scream, rolling around and starting to crawl out of the small room. One thought echoed in his head.

"_The suit."_

The veins expanded further across his body, and he tore at his shoulders and chest, ripping away even more skin. He ran his hands along the ground, his fingernails extending and sharpening, and he dug them into the floor, continuing to drag himself forward. He arched his back, feeling his shoulder blades shift and extend against his back with a wet crunching noise, his spine doing the same. His face twisted into a snarling grin, and he looked up with bloodshot eyes at the body armour's room, crawling closer and closer. He screamed again, crushing his teeth together, and they shattered into jagged pieces. A fresh jolt of pain shot through is body, and he ran his now claw-like hands across his scalp, slicking his hair back with sweat. The glass doors to the body armour's small room slid open, and Harry put all his energy into ignoring the pain and into crawling towards the suit.

When he managed to get himself standing again, he pulled the suit open, letting its automatic systems begin. Long, angular earpieces were attached to the sides of his head, fastened into his skull by small robotic arms, and when the suit closed around him, he felt several needles stab into him, all across his body. Seconds later, the pain shooting across his body started to recede, allowing his vision to focus. But while his physical pain was fading away rapidly, one memory kept repeating itself in his mind.

_"I can't give you my blood. Not right now."_

Harry felt his body returning to a normal feeling inside the suit, and his eyes shot open, flooded green. He brought the arms of the suit up to his face, seeing two small screens. One had controls for the glider, and he clicked a few buttons experimentally. The glider purred to life underneath his feet, mechanical panels shifting as the twin jets shot out green light with the sounds of engines starting.

The other arm started beeping, showing a heart rate monitor returning to normal, along with a diagram of the injured parts of his body. The small text flashed, reading _"CRITICAL - Injuries Detected"_, before changing to _"Healing Protocol Activated"_.

He lowered his arms, the body armour plates closing around him with metallic clicks. His now green eyes dilated, and he narrowed them in anger.

* * *

Upstairs in the lobby, a security team clad in full body armour was surrounding the elevator, the laser scopes on their rifles pointed at the door. When the door slid open, nothing was inside, and the team looked around at each other briefly in confusion. Small orange spheres dropped from the top of the elevator, bouncing out into the lobby. Before the security team or any of the employees moving out of their way could react, the spheres exploded, bathing the lobby in flames.

* * *

The sun was starting to set when Peter dropped down onto the fire escape outside of Gwen's room, having already thrown his regular clothes on over into his suit and left his backpack on the building's roof. He looked through her window, seeing her sitting at her desk, writing something. He knocked lightly on her window, and she turned around, wiping her eye quickly and nodding for him to come in.

He pulled the window up, crawling inside and sitting on her windowsill. "So…this is happening." He said.

"Yeah, it is." She replied, taking in a deep breath.

"I've been thinking about what you said yesterday, about us being on different paths." Peter started.

"Yeah, and I'm sorry about that." Gwen said quickly.

"Sorry? Sorry for what?"

"That really came out wrong, Peter. When I said it, I didn't mean it like I wanted it to happen, or that it was inevitable or anything, I just meant that…that I thought a situation like this would happen, where you or I would have to go."

"Gwen-"

"So I guess I tried to rationalize it, and it came out like that, and I realized this morning that it made it sound like I actually wanted it to happen-"

"Gwen, you didn't-"

"And I really don't want it to, and I'm excited and scared and I really want to go, but I just…I don't want to leave you here." Gwen finished, before sighing. She turned and walked quickly out of her room, looking upset.

Peter followed her, and they both walked out onto the balcony of her apartment. Gwen put her hands on the edge of it, leaning over the edge and breathing steadily to stop herself from crying, looking out at the setting sun.

"Gwen, I can't stop you from leaving." Peter said. "I won't."

"Then what do we do?" Gwen asked, turning to face him.

Peter walked over to her, putting his arms around her waist. "We're not on different paths, Gwen. I'm so tired of being unsure about what's coming, and eventually, I just had to make a choice. And right now, I'm choosing you."

Gwen smiled up at him, wrapping her hands around his neck.

"So here's my thought." Peter said. "England…both of us."

Gwen's smile widened and broke into a laugh.

"I'm following you now." Peter continued. "I'm just going to follow you everywhere. Because I love you, and it's worth it for me."

A few tears ran down Gwen's cheeks, but she didn't brush them away.

"Besides, they've got crime in England, right?" Peter joked. "I mean, they seem to have lots of crime."

"Yeah, tons." Gwen nodded, sniffling.

"I mean, they've got…Jack the Ripper." Peter said in mock seriousness.

Gwen laughed at him, shaking her head.

"What?" Peter asked, still in his serious tone. "They never caught Jack the Ripper, I'm just saying-"

Gwen cut him off by pulling him down into a deep kiss, and he forgot about the joke, focusing on her. They kissed for what seemed like minutes, before Peter felt his spider-sense tugging at him, and he broke away from her, looking out at the city, focusing on Oscorp Tower. As the sky had darkened, the city's lights were starting to stand out, and they could clearly see the giant Oscorp logo flicker. Peter could then hear the sound of sirens heading in that direction.

"What is it?" Gwen asked, noticing his gaze.

"I don't know, but it's more than a glitch." Peter said. He turned back to her, gesturing out at the city. "Are we cursed? This keeps happening."

"Okay, let's go." Gwen said.

"Gwen, I'm not taking you with me, it's too dangerous." Peter replied, shrugging off his jacket, and pulling his shirt over his head.

"Peter, we just agreed that we're staying together." Gwen said, as Peter removed his pants and kicked off his shoes.

"That's not what I meant, and I'm not taking you into a potentially dangerous situation-"

"I'll stay out of the way, I promise-"

"I don't care, I'm keeping you away from-"

"I won't be a problem, I just want to see-"

"Gwen, no-"

"Peter, I just-"

"I'm not bringing you-"

"You can't stop me from finding a way-"

"Fine!" Peter exclaimed. "You really want to come?"

"Yes!"

"Fine!" Peter said, pointing to the ledge. "Grab the ledge and take my hand."

Gwen did what he said, and Peter fired a web quickly, sticking her hand to the ledge. Gwen looked at him, then the ledge, tried to shake her hand free, and then back to him with an angry expression. "Peter…" She said dangerously.

"I'm sorry, I love you, don't hate me." Peter said, pulling on his mask and jumping over the building's edge. "I'll be right back!" He yelled up at her, firing a web and swinging away.

"PETER!" Gwen yelled, before slapping her free hand against her mouth.

* * *

Inside the Oscorp tower lobby, it was a mess of destroyed equipment. Sparks flew from destroyed computer stations, and once-hanging structures and decorations had been blasted to pieces, with small fires littered around the giant room. Security guards and regular employees were lying dead on the ground, victims of the grenades or small blades that resembled sword hilts buried in their chests. The only thing that made it look or sound like anything resembling Oscorp was the robotic female voice, repeating an emergency message again and again. The last few employees inside the building, who were currently running towards the main doors, were dodging through the bodies and holes blasted in the ground in a panicked scramble.

Felicia was following another young woman towards the doors, when she heard a loud, mechanical whirring noise behind her, and she turned to look through panes of now-shattered glass. She saw an armoured figure descending from the air, the glider he was standing on floating level with one of the large pieces of glass still in one piece.

Felicity gasped when the figure floated out of the shadows, and she recognized who it was. She slowly backed away, before turning and following more terrified Oscorp employees out the doors, disappearing from the figure's sight. The figure looked at his face in the glass, lifting one metal-tipped hand to his cheek. As he saw what the venom had done to him, seeing his now scarred, veined, rotted-looking, green-tinged face, Harry Osborn's mind went from pain to sadness to fear to anger. He focused on anger. Harry growled, the anger expanding until it consumed every thought, and he slowly glided forward towards the doors. He knew that Spider-Man was on the way. He could wait a little bit longer.

* * *

Spider-Man was swinging through the city towards Oscorp Tower, dropping down closer to the road when he caught up to the police cars speeding and blaring their sirens. He landed on the side of one of the cars, opening the passenger door and sitting down on the seat.

"What's going on?" He asked, slamming the door shut.

The police officer jumped, yelling. When he saw it was Spider-Man, he relaxed. "Jesus, where'd you come from?"

"Sorry, I've just always wanted to do that." Spider-Man replied, shrugging. "But seriously, what's going on at Oscorp?"

"We got a report of a huge bombing in their lobby." The officer replied. "But the call got cut off before the guy making it could give us any details." The officer shook his head. "You got any ideas?"

His answer was given in the form of the door slamming, Spider-Man swinging across the front of his car and into the air, turning a sharp corner and disappearing from sight. The officer shook his head, and focused on his driving again.

Spider-Man reached Oscorp Tower a few minutes later, landing behind the police cars forming a barricade outside the front of the giant building. The officers that he landed near jumped a little, but nodded to him in greeting.

"You guys got any more information on what's going on?" Spider-Man asked them.

"All we know is that nobody's come out, except for a lot of very scared employees." One of the female officers replied. "We're waiting for back-up before we move in."

"Well, you've got some." Spider-Man replied, standing up and aiming his wrist. Before he could fire a web and pull himself up, he heard a high, cackling laugh coming from inside the building, rolling out from the enormous smashed window. His spider-sense tugged at his head, and he barely had time to turn around to yell for the police to take cover, before an armoured figure flew out of the window with a streak of green light, missiles firing from underneath his feet.

Time seemed to slow down for Spider-Man as the world caught on fire around him, and he tried to find a way to use his senses and powers to stop everyone around him from dying. He jumped back as a burning police car spun in the air towards him, and he sensed two officers behind him falling down, in its path. He jumped back, repeating his move from when he fought Alexei and splitting a web shot, stopping the car in its path. He landed between the two officers, and the car stopped in mid-air, bouncing back. He jumped back again, firing more webs rapidly to move vehicles all around him, stopping explosions and movement through the air. When he hit the ground, he sensed the paths of a few officers who had been thrown into the air by the blasts, and he shot webs straight out in a few directions, sticking to the walls of buildings nearby. The officers landed on the webs, their chests sticking to it, and they held on tightly, swinging on the white lines.

Spider-Man brought his hands together, sticking the webs together and turning to check on some groaning officers on the ground. He was going to help them up before his spider-sense tugged at his brain, and he felt something flying towards his back. He jumped up and spun around, dodging the twin blades pointing out of the end of the glider, and he slammed into the figure on top of it. The glider sent the two flying up into the air, spinning due to the uneven weight shifting. The snarling, disfigured person that Spider-Man could now tell was a man started punching him, slamming his armoured fists against his body. Spider-Man winced when the hits actually hurt him, the armour's strength managing to match his own, and he started crawling around the man, trying to stay out of his reach. The man roared angrily and kept spinning around, lifting his feet inside of the glider's footholds. The glider flew upward rapidly, and Spider-Man was thrown off-balance, barely managing to stick to the glider's edge, trying to stay out the path of the twin engines.

The man spun the glider around and Spider-Man jumped off, landing in a crouch on a nearby building's roof. He stood up quickly, looking up at the man floating down and stopping a few feet away from him, and finally recognized him.

"Look who came back." Harry snarled, his face a twisted grin. "You got some blood for me?"

"Harry." Spider-Man said, shocked, barely recognising his friend. "What did you do?"

"What you made me do." Harry hissed. "I waited, and now he's dead!"

"Harry, what are you talking about-"

"My father!" Harry snarled. "I told you I didn't have time, so I had to save myself!"

"Harry, I warned you." Spider-Man tried to reason. "This isn't my fault, okay? We could have-"

"Yes it is!" Harry yelled. "I trusted you, and you betrayed me!"

"Harry, what are you talking about-"

"I know it's you, Peter.' Harry hissed. "What, did you think I couldn't recognize your voice? You were my friend, and you were just going to let me die!"

Spider-Man held up his hands. "No, I was just trying to protect you. From this!"

"But you weren't even willing to try." Harry replied. "You were never testing your blood, were you?"

"Look, we can fix this." Spider-Man said, slowly walking towards his friend.

Harry laughed again. "Look at me!"

"Harry, listen, we're going to figure this out, okay?" Spider-Man continued, stopping at the building's edge. "Let's just talk about this."

"I'm done talking." Harry hissed, flicking his wrist. A grenade popped out of the small compartment underneath his right forearm and into his hand.

Before he could do something else, Spider-Man's spider-sense pulled at him, and he looked over to a street corner, seeing a taxi pull up. His blood ran cold when he saw Gwen step out, wearing her long blue coat. She looked up at them, a confused and concerned look on her face.

Harry followed his gaze, turning back to Spider-Man with his twisted grin fading away. "Gwen Stacy." He hissed. "Do you give her hope, too?" He spat out the word "hope" like it disgusted him.

"Harry, don't." Spider-Man said. "Don't do this. You don't want to do this"

"You gave me hope." Harry's face was as normal as it could be. "And then you took it away."

"Harry, please-"

"I'm going to take her from you." Harry's snarling grin returned, and threw the grenade and spun the glider around, flying down towards Gwen.

"GWEN, RUN!" Spider-Man yelled, dodging the grenade and jumping off the roof after Harry, but he knew it was too late.

Harry grabbed Gwen and took off into the air, Spider-Man firing webs and pulling himself forward as fast as he could to stay in pursuit. Harry laughed loudly as he flew through the air, shifting his weight to glide between buildings, Spider-Man using every trick he had practiced in patrolling the city to keep up with the speeding glider. He tried multiple times to shoot webs onto the glider itself, but Harry moved so fast that he couldn't manage to aim properly while still trying to weave in the same path. Spider-Man could feel the wind blowing against his skin through his slightly ripped and charred suit, ignoring the slight cold and focusing on moving as fast as possible. After minutes of weaving through buildings, Harry reached a more open area, an old clock tower sticking out among the rectangular buildings.

Spider-Man swung onto the glass roof of the tower, standing up and firing webs into the air. Harry flew up over it, gliding past the webs and then hovering, holding Gwen out by the front of her shirt. She kicked her dangling feet in the air, gripping his hand.

"Harry!" Spider-Man yelled up at him. "Put her down, this isn't you! You hear me? You don't want to do this!"

"Harry." Gwen said, trying to get his attention.

Harry looked at her slowly, looking back down at Spider-Man, and back to her, his face almost normal again.

"You want to fight? Fight me!" Spider-Man yelled. "Leave her out of it!"

Harry nodded, his face twisting back to anger, and he let go of Gwen. She started plummeting down towards the clock tower, letting out a short scream.

"NO!" Spider-Man yelled, jumping up into the air.

He grabbed Gwen halfway through her fall, spinning them both together so that his back hit the clock tower's roof, the force of their impact causing the glass dome to shatter. They kept spinning, Spider-Man managing to once again make his back land first, and they landed on a metal bridge that extended across the tower's interior of spinning gears. Gwen started breathing heavily, and Spider-Man relaxed his grip a bit.

"Are you okay?" He asked, concerned.

Gwen replied by shaking her head rapidly.

Before they could do anything else, a small orange sphere dropped down next to them, beeping rapidly. Spider-Man barely had enough time to roll Gwen away from it before it exploded, splitting the bridge in two. As Spider-Man rolled back over, he let go of Gwen, and she rolled over the edge. He grabbed her wrist before she could fall, and he fired a web to her hand, letting her down slowly to stand on one of the many rotating gears.

She got her balance and looked back up. "PETER!" She yelled, as she saw Harry fly in through the open roof.

Spider-Man flipped up, dodging Harry's initial charge, landing on a balcony and firing a web to his friend's arm, letting it stick to the wall behind him. Harry flew forward and was stopped briefly by the web, before his suit's enhanced strength combined with the glider's speed let him rip his arm free. Spider-Man jumped across the tower to the other side of the balcony, firing webs across the length of the circular upper area as much as he could, but Harry managed to dodge them and continue after him. Spider-Man started running across the wall in a circle, before resuming firing webs and pulling himself around, trying to confuse Harry.

Harry always managed to keep up, and eventually Spider-Man grabbed one of his webs, swinging around and grabbing onto Harry. Harry punched at him again, and Spider-Man blocked the blows as best as he could, before landing a solid hit to Harry's face, and flipping himself up into the air.

Beneath them, Gwen watched, constantly aware of the gear moving underneath her feet, trying to keep her balance.

Spider-Man fired a web to Harry's chest, pulling himself down out of the air and slamming into Harry, causing the glider to spin around through the air. Spider-Man crawled around to grab onto Harry's back as they spun, grabbing at his head, and trying to land another successful punch across his friend's mutated face. When his hits didn't seem to cause any damage, he fired a web between his hands, trying to wrap it around Harry's throat. Harry managed to get his hands under it and prevent himself from being choked, and he leaned back, sending the glider flying backwards. Spider-Man slammed into the wall, leaving a large hole in the old brick, before quickly recovering, kicking Harry's back when his friend started to glide forward. The force of the kick sent Harry out of the way, and Spider-Man jumped out of the wall, grabbing a hold of one of his webs attached vertically, swinging fully around it and slamming his feet into Harry's face. The speed, force and angle were just right, and Harry was knocked off of his glider, falling down, hitting a steel rod supporting some gears, and landing on a lower metal bridge, not moving.

Gwen looked up and saw the glider, no longer being controlled, falling down towards her, and she tried to jump out of the way as it crashed into the section of gears she was standing on. But she had nowhere to go, and the section collapsed, sending gears and herself falling downwards, the glider's noises dying down.

Spider-Man landed on an unmoving gear, firing a web down and hitting Gwen's arm, stopping her fall. He started to pull on the web quickly, bringing her back up, before he felt his spider-sense warning him. He let go of the web, and it hit a pipe about a foot below him, Gwen gasping as her body was jarred with the second sudden stop. Spider-Man turned around to see Harry jumping at him, grabbing his neck and slamming him down against the gear they were standing on.

Harry tried to stomp down on his arm, but Spider-Man caught his foot, pushing him back and switching their positions, pinning Harry down. Spider-Man punched down at Harry's face, but Harry dodged it, snarling like an angry animal. He grabbed a small handle from the side of his suit, and it clicked open, revealing a few small, barb-like blades, the handle now shaped like a sword's hilt. He stabbed it upward into Spider-Man's chest, and Spider-Man yelled with pain, momentarily weakening his grip. Harry took advantage of it, punching him across the face and standing them both up, snarling again as he threw more punches. Spider-Man, caught off guard by the blade, only managed to halfway block the blows, as he felt his strength slowly coming back. Harry punched both of his fists into Spider-Man's ribs, sending him reeling back against a nearby, rotating gear, and then slammed him back down against the unmoving gear serving as their floor.

The gear made a brief movement as Harry managed to now successfully pin down Spider-Man's arm with his leg, grabbing his shoulder with his right hand. Spider-Man grabbed at the hand on his shoulder, trying to wrench it free, but Harry's suit's strength held, as Harry brought out another small blade and stabbed it downward towards Spider-Man's head. Spider-Man felt his strength return, and he dodged his head to the side quickly, wrapping his other hand around Harry's arm, and grabbing Harry's face with his other hand. Harry yelled as Spider-Man gripped the wounds on his forehead, using his free armoured hand to slowly wrench it away.

Spider-Man used the advantage of Harry's indisposed arm to lean up and head-butt him, knocking Harry's head back and punching his face when his grip on his hand weakened. Harry's face looked stunned for a second, before returning to his twisted grin with a yell, bringing his now free blade down towards Spider-Man's head again. Spider-Man fired a web and stuck Harry's hand and blade to a nearby gear, and the suit's strength alone wasn't enough to wrench it free. Harry yelled again and grabbed Spider-Man's throat with his free hand, slamming his former friend back against the gear.

Spider-Man tried to ignore the crushing grip on his throat and fired a web between a small, circular hole in a gear on their other side, and wrapping it around Harry's throat a couple of times as the gear attached to it turned. The gear's movement pulled the web with it, causing Harry's head to be wrenched back, and he made a choking noise as his body was pulled in two different directions. Spider-Man brought both of his hands onto the arm that was still squeezing his throat, and he used all of his strength to squeeze the arm, feeling the metal start to bend inwards and eventually break. Harry groaned and released him, the metal gauntlet detaching from Harry's arm and falling down to land on above Gwen.

Spider-Man quickly jammed his foot between rotating gears, before Harry's neck could be snapped by the gear turning again. As the gears buckled under his feet, Peter looked around, seeing how all of the gears connected together. When he saw how their path would react, he smiled and pushed his foot inward, breaking the connection of the gears. The jammed gears started to turn, but when one was thrown out of sync, the aged mechanism shattered, sending gears flying in all directions.

Outside the tower, the hands started spinning around the round, glowing face of the clock, speeding out of control.

Harry was pulled back by the webs around his throat and arm, getting thrown across the clock tower and smashing against some spare barrels, making imprints in them and slumping down.

Spider-Man rolled over, firing webs to pull falling gears away from Gwen. She had had her eyes closed, but she smiled up at him when she was clear. Before Spider-Man could pull her back up, he heard Harry cackling weakly, and turned to see Harry slowly pulling himself up, his damaged armour whirring and clicking as he leaned against the wall. Spider-Man cocked his head in confusion as Harry started laughing more, pressing a few buttons on his wrist before letting his arm drop, laughing harder and harder. Spider-Man felt his spider-sense tugging at him, and he whirled around, looking down at Gwen, and hearing the gauntlet that had landed near her beeping. When Gwen realized what it was, she gasped, and the last grenade inside the gauntlet exploded.

Gwen screamed when it exploded, and the pipe attached to the web she was holding, detached, starting to fall. Spider-Man dodged back to avoid the blast, but leaned back over as soon as it was clear. He saw Gwen falling down, gears and debris falling around her as she plummeted down towards the bottom of the clock tower.

Spider-Man jumped down, straightening himself out to fall down faster, Gwen's spinning body in his reflective eyepieces. He used his spider-sense to seemingly slow down time and watch where the debris was falling, gears turning and smashing into each other. Gwen kept spinning through the air as she fell, her face frozen in fear.

Spider-Man aimed his wrist, firing a web straight towards Gwen, aiming it through all of the falling debris. As Gwen's face spun up, she saw the web coming towards her, and she closed her eyes, waiting to be caught. As she spun, the web missed her chest and hit her leg, and she kept spinning. Spider-Man grabbed the web's end when he sensed it attach to her, stopping it from continuing to fly out. He grabbed a metal bar extending across the middle of the tower, stopping his fall.

The web went taut in mid-air, and Gwen stopped spinning, her body straightening out suddenly, with her head swinging down and twisting with a sharp snap. Her body swung lightly back and forth on the web, her messed-up blond hair brushing against the clock tower's floor as debris smashed to the ground around her.

The clock hands stopped spinning, and its booming toll resonated through the tower.

Spider-Man attached the web's end to the metal bar, letting go and dropping down to the floor, landing next to Gwen's hanging body. He pulled the web off of her foot, cradling her and kneeling down on the ground, broken glass crunching under him.

Peter pulled off his mask. "Gwen?" He said quietly. "Hey…hey! Gwen!"

Gwen didn't move, her face peaceful and still. Peter brushed some hair out of her face, shaking her gently, hoping as hard as he could for any reaction from her.

"Hey…you're okay, you're okay." He said, his eyes getting wet. "Breathe…just breathe." When she didn't move, he started stroking her hair. "Stay with me, stay with me, Gwen! Stay with me!"

A slow trickle of blood came out of her nose, and Peter broke, the truth he refused to accept finally hitting him.

"Gwen!" He sobbed, tears running down his face. "No, please! Please, please!"

He knew she wouldn't answer, but he still couldn't handle it. He had promised her they would stay together, maybe forever, and now she was gone. And she wasn't just a swing across the city, or a phone call away. She was gone forever, and Peter could never see her again. Peter rested his head against her neck, still sobbing uncontrollably. He kept crying and crying until he heard the sound of the glider starting again, although sounding damaged. He looked up, and saw Harry floating at the top of the tower, silhouetted against the moon, his snarling grin looking down at them.

Peter's face turned slowly from sadness to anger, and he fired webs from both of his hands halfway up the tower, pulling his arms down, and let himself fly up the tower. He repeated this action again and again, gradually moving back up towards Harry. Harry saw what he was doing and started to turn and fly up through the shattered dome, but the damaged glider wasn't maneuvering as fast as it could before.

When he was within range, Peter fired another web that stuck to the underside of Harry's glider. Peter pulled the web down and flipped himself up over the underside of the glider, grabbing Harry. The impact threw both of them off of the glider, and they flew across the tower, crashing over the balcony railing and slamming into the floor, with Peter pinning Harry down. Peter yelled angrily at Harry and started punching him again and again. Harry weakly tried to block his blows, but Peter knocked his arms away, pounding repeatedly on Harry's face.

Peter grabbed the front of Harry's armour, picking him up and throwing him across the tower. Harry crashed into the old brick wall, breaking a hole into it. Peter jumped across to him, pulling Harry out of the wall, pieces of bricks crumbling around the two.

Harry had been faking his weakness and snarled, pulling out another small blade and stabbing it at Peter's chest. Peter sensed it coming and grabbed his bare forearm, twisting it. Harry's snarl turned from anger to pain as Peter started squeezing his arm, crushing the now mutated, brittle bone. The blade dropped from Harry's clawed fingers, but he brought his other, still armoured hand towards Peter's face. Peter dodged away, firing a web to attach Harry's hand to the wall.

Harry tried to pull his hand free, and Peter grabbed his throat with one hand, squeezing without his full strength. Harry made a strangled noise, and brought up his broken arm to try to grab Peter's hand. Peter stared into his former friend's eyes with a look of pure rage, and he started to squeeze harder. Harry failed to get a solid grip on Peter's hand, but he stopped trying, leaving his hand to rest over Peter's wrist. Harry's still made choking noises, and closed his eyes, waiting for his breathing to stop.

Peter breathed faster and heavier as he squeezed harder and harder, but as Harry's noises started to quieten, he let go. Harry fell to his knees, grasping at his throat with his broken arm, his armoured arm still stuck over his head. Peter's breathing slowed down, and he stood still, staring down at Harry.

Harry's grin had returned when he looked up at Peter. "You're such a hero, Pete."

Peter didn't reply, but grabbed Harry's head, slamming it into the brick wall. Harry groaned when his head slid away from the wall, and he started cackling softly. Peter's didn't say anything, and he punched Harry across the face. Harry continued to laugh harder and harder, looking up at Peter again, blood flowing from his nose.

Peter focused his strength into his foot, and slammed it against Harry's face. Harry's face spun around and hit the wall again, this time knocking him out. As he slid back, Peter ripped the web holding his arm to the wall away, and Harry's armoured body clanged against the ground.

Peter stared at his friend's body, not moving for a few seconds. He clenched his fists, trying to focus on the anger he had towards Harry, but now that he had let it out, his sadness and pain flowed back into him instantaneously. He fell to his knees, gritting his teeth, but unable to cry anymore.

He kneeled there for minutes, not moving. He had lost two of the most important people in his life tonight, leaving him feeling lonelier than he ever had.

And there was nothing he could do about it.

* * *

Peter had eventually called the police and handed over the two bodies in the clock tower to them, before swinging home and faking sleep. Aunt May got the late-night call from Gwen's crying mother, and Peter had faked tears and hugged her, going back to bed and pretending to cry until Aunt May went back to sleep.

But Peter couldn't fake any more crying at Gwen's funeral. His eyes were wet, and his face was sad, but he couldn't cry any more. Gwen's mother and brothers cried the hardest, coming over and hugging him, and he hugged them back, comforting them in their shared grief.

Eventually, people walked away collectively from the graveyard, leaving only Peter and Aunt May standing in front of the fresh grave. Peter kissed his aunt on the head, and she walked away slowly, looking back at him sadly, before leaving him standing there alone.

Peter didn't know what else to do besides stand there and stare at Gwen's grave. So he did. Months and months went by, getting progressively colder, but Peter showed up every day, in more layers, standing there and staring. Eventually, he ignored the cold, throwing on only a coat and standing in the snow. As it blew around him, he simply looked at Gwen's gravestone, remembering his promise to her.

He promised her that he would follow her.

And now he had nowhere else to go.

* * *

_**It had to happen guys, it just had to. I'll see you next time for the final chapter, but will that truly be the end? No, but you'll have to wait to see why!**_


	6. Chapter 6

_**5 MONTHS LATER**_

* * *

Inside Ravencroft Institute for the Criminally Insane, a guard typed into a small electronic keypad, before opening the barred doors for a man wearing a hat and a long trench coat to follow him, and another guard, down a hallway of cells. When they reached the end of it, one of the guards typed into another, smaller keypad, and turned an enormous metal lock. The cell door they stood in front of opened with a hiss, the locking mechanisms shifting away. The guard looked at the patient inside with a slightly disgusted look, and the patient slowly looked up. He didn't turn in his orange straightjacket, but he watched them through the distorted, dirty mirror in front of his face.

"Leave us." The man said, his voice a scratchy growl. He walked into the cell, surrounded by thick brick walls, and the guard nodded, closing the door behind him, the lock clicking back into place. The man took a few steps forward, his face hidden in the shadows.

"You've made progress?" Harry asked quietly.

"I've identified several worthy candidates." The man in the shadows answered.

"What about Spider-Man?" Harry asked, shifting slightly.

"Still no sightings." The man responded. "If he's really gone, this city will never be the same."

"Oh, I'm counting on that." Harry replied, turning his face so that the man could he the side. Harry's skin had returned to its normal colour, though a few scars and other marks still remained on his face.

"Speaking of progress, you're looking better." The man noted, turning his head slightly to get a better look at Harry.

Harry shrugged, turning back to the mirror. "It comes and goes. This is a better day, comparatively."

"Good to hear."

"Do you have anyone specific in mind yet?" Harry asked.

"Alexei Systevich would like another chance to prove himself." The man answered. "He's currently serving a life sentence."

"Shouldn't be a problem." Harry smiled. "You never did tell me how he got that suit in the first place."

"You're not the only person I work for." The man responded.

Harry nodded. "Start with Alexei. Everything you need is already at Oscorp."

"How many people did you have in mind?" The man asked.

"I want to keep it small." Harry answered, staring at his own distorted reflection in the old mirror before him. "Six, maximum."

The man nodded, turning and knocking on the cell door. The guard opened it, and the man walked out slowly, the door being shut behind him.

As he listened to the whirring clicks of the locks activate, Harry's smile grew.

* * *

Peter was sitting in his kitchen, while May was piling some things into a cardboard box on the counter. The small TV that they had put there was playing the morning news, while Peter slowly spooned food into his mouth. He had been sleepwalking through life for five months, Gwen's grave being the only constant event. He barely heard the news anchor while he talked.

"_Russian gangster Aleksei Sytsevich was broken out of a classified penitentiary known only as "The Vault" by an unknown team of men." _The anchor was saying. _"It's yet another example of increased criminal activity since the disappearance of Spider-Man five months ago."_

Peter sighed, looking down into his bowl.

"_The web-slinger's absence has left a hole in the heart of the city. The New York City Police Department has recently joined the chorus of New Yorkers in returning for the hope of the man once considered by them to be a vigilante menace. The entire world seems to be asking the same question: Where is Spider-Man?"_

Peter picked up the small remote off the table, turning the TV off and crossing his arms, looking down. As if he needed something else to feel bad about.

"It's too bad about that spider guy." May remarked, piling some old clothes into the box. "Too bad he's disappeared." She added, looking back at him.

Peter didn't reply, but picked up his cereal bowl and walked out of the kitchen, heading towards the stairs.

"Where are you going?" May asked.

"Just…eating my cereal." Peter mumbled back.

"Peter." May said, turning to face him. "Where are you going?" She asked it differently, meaning more than just repeating her question.

Peter stopped walking, turning slowly to look at her. "I don't know." He answered quietly, sighing.

"You know, it's so funny, I've been trying to clean up around here, get organized." May said, turning and picking up the box from the counter. "And I've been putting some of Ben's stuff in boxes, and it's just so funny, the heavier the box gets…the lighter I feel." She shrugged.

"You're throwing his stuff away?" Peter asked.

"No." May answered. "No, God no, I couldn't do that…it's a part of me. I'm just finding a better place for it."

Peter nodded, looking down at the floor.

"I'm going to take one last look." May continued. "And I'm going to put it where it belongs."

Peter nodded, putting down his half-empty bowl on the table and walking up the stairs, closing the door to his room behind him. He walked over to his desk, picking up a picture of Gwen he had taken a long time ago. He looked around his desk, shifting through more pictures, and finding a USB drive that he didn't recognize. He picked it up and turned it over, seeing the tape and marker written on it.

"_Gwen's speech"_

He turned his head slightly, realising that he had completely forgotten about the speech. It had been months since he had heard it, and he had never had a chance to watch it. He plugged the USB into his laptop, opening the only video file on it, and leaning back in his chair.

When the video loaded, he saw a dimly-lit room, with Gwen's smiling face in the forefront of the frame. She started giggling.

"_Don't record this."_ She laughed, slapping lightly on whatever she was lying on.

The memory started to come back to Peter, and he realised that she was lying on Peter's own chest, and he heard himself laughing.

"_Come on, it's not a big deal."_ Peter said. _"I want to remember it."_

"_Fine." _Gwen shook her head, giggling. She looked back up at the camera, clearing her throat. After a few seconds of silence, they both started laughing again.

Peter let a small smile creep onto his sad face, chuckling under his breath. But it faded away quickly, and the blank look appeared again.

"_Okay, okay…okay, I'm good."_ Gwen said in the video, brushing some of her hair behind her ear. _"Good morning, esteemed faculty, and families of my fellow graduates. It's an honor to be standing up here today."_

Peter laughed a little in the video, and Gwen rolled her eyes, continuing.

_"What makes life valuable is that it doesn't last forever, what makes it precious is that it ends. I know that now more than ever. And I say it today of all days to remind us that time is luck. So don't waste it living someone else's life, make yours count for something. Fight for what matters to you, no matter what. Because even if you fall short, what better way is there to live?"_

Tears formed in the corner of Peter's eyes, but he was too focused on the video to brush them away.

"_It's easy to feel hopeful on a beautiful day like today, but there will be dark days ahead of us too. There will be days where you feel all alone. No matter how buried it gets or how lost you feel, you must promise me that you will hold on to hope. Keep it alive! We have to be greater than what we suffer. My wish for you is to embrace hope. People need that…"_

Peter started crying silently, but forced it away to smile, forcing the smile to stay on his face.

"_As we look around here today at all the people who helped make us who we are, I know it feels like we're saying goodbye but we will carry a piece of each other into everything we do next. To remind us of who we are and if we were meant to be."_

Peter wiped the tears away from his face, swallowing and leaning back in the chair with a proud look on his face.

"_I've had a great four years with you, and I'll miss you all very much. But the next step of our lives is beginning, and I'm happy to have spent this part of it with you."_ Gwen finished, smiling at Peter's face behind the camera.

"_That's great."_ Peter said, laughing slightly. _"That's amazing."_

"_Thank you."_ Gwen replied. _"I love you, Peter."_

"_I love you too."_ Peter said, and Gwen leaned up behind the camera.

Peter heard them kiss, and the video ended. But he didn't need it anymore, the memory was fully formed in his mind again, and he started laughing. Slowly, but gradually getting louder, and he stood up, looking around his room. He went downstairs and grabbed some cardboard boxes, and started grabbing things from around his room. The few remnants of the notes he had taped across his wall, along with the few remaining subway tokens from his dad's briefcase, and the picture of him and his parents. A few other miscellaneous items were piled on top of it, and he put the briefcase itself on top of the box, looking at it for a few seconds before pushing it down into the box. He placed one single picture of him and Gwen up on his desk, and took down many of the pictures of her he'd kept littered around the room and his desk.

He went over to his closet, opening it to look for more before something else caught his attention. His Spider-Man suit was still sitting on top of his closet, the mask seeming to stare up at him. He slowly walked further into the closet, looking down at it, lost in his thoughts.

Peter grabbed the mask and sat on the edge of his bed, looking down at it. For so long, he'd blamed himself for what had happened to Gwen, that it was his fault for staying around her, for not letting her go. But as he looked down at his mask, he remembered what she had once told him about choices, and that she would always be the one to make her own.

Peter stood up, walking back over to his closet, grabbing the rest of his suit. He held the suit in one hand and his mask, looking down at both of them.

He had made his choice.

* * *

In the middle of downtown New York, a large clothing store was being robbed. The few people inside were hiding amongst the racks of clothes, trying to stay out of sight. One of the robbers was rushing the scared employee behind the front desk along, piling the money in the register into a bag, while the other looked around the store, pointing his gun and checking behind racks for any signs of trouble. Eventually, he came across a young boy and his mother, huddled together behind a rack of shirts. The boy looked up at the robber with fear, before slowly pulling out something from his back pocket. He pulled on a homemade Spider-Man mask, slowly standing up to face the robber, while his mother hissed at him and tried to pull him back down.

The robber chuckled. "Hey, look. Spider-Man's back." He laughed a little louder, turning back to his partner at the register. "Hey, John, look at this! Spider-Man's back-"

The robber's eyes widened, and a web stuck to his chest pulling him forward, letting out a scream and dropping his gun. The boy stood up to see the robber being thrown back through the air, and he ducked down, looking back up to see Spider-Man pushing the other robber back against a wall. Spider-Man fired rapid web shots from his wrist, pinning the man's hands and legs to the wall, as well as firing two more to his mouth and his groin. The robber groaned and lowered his head, not even trying to break free.

The other robber moaned, standing back up slowly and scrambling forward to pick up his gun. He stood back up, aiming at Spider-Man wildly and firing. Spider-Man ducked and weaved while running towards the robber, dodging all of the bullets. When there were only a few feet between them, Spider-Man fired a web to the robber's leg, pulling it back. The robber fell to the ground and was dragged towards Spider-Man, who kneeled down, and knocked the robber unconscious.

Spider-Man slowly stood up, looking down at the robber before looking over at the boy.

The boy pulled the mask up to rest on his head, smiling. "I knew you'd come back."

Spider-Man smiled under his mask, tilting his head slightly. "Hey, I remember you."

"Jorge." The boy said, walking towards Spider-Man.

"Well, it's good to see you again, Jorge." Spider-Man said, kneeling down in front of Jorge and motioning at the boy's mask. "Thanks for believing in me."

Jorge smiled, looking back at his mother, who slowly stood up, along with the few other people who were still in the store, all looking relieved.

"Thank you." Jorge's mother said.

"It's what I do." Spider-Man replied, standing back up. "And speaking of that, I really should get back to it."

Spider-Man turned, running out the front door and firing a web, pulling himself into the sky. As he swung himself higher and higher, he realized how much he had missed this. How much he had missed the feeling of his suit rippling against him in the wind, watching people, cars and buildings fly in and out of view as he flew up into the air and back down towards the ground. He heard people calling up at him, and he smiled under his mask, letting out a triumphant, ecstatic yell.

He fired a web and landed on the edge of the roof of an apartment building, surveying New York from the air for the first time in what felt like a lifetime. He heard sirens ringing through the air and jumped down, swinging towards them. When he reached the speeding cars, he followed their path, heading towards whatever emergency they were responding to.

This was his path. He had the responsibility to help people, and he knew that he would always have to. He would always lose people, but he would have to move on, no matter how much it hurt him. He'd lost his parents, Uncle Ben, and Gwen, but all of them helped form who he was, and even though they were gone, they would always be with him. He knew that the more people he saved, the more enemies he would make, but he was prepared now.

Because as Peter Parker swung through the air, one thought kept playing in his head. It was something he hadn't told himself in a long time, but the more he heard it, the better it sounded.

"_I'm Spider-Man."_

* * *

_**So guys, that's the end of the story. But what's an awesome comic book movie without an awesome post-credits scene? I guess it's up to you if it's awesome, though. See you next time, for the last time.**_


	7. Chapter 7

_**POST-CREDITS SCENE**_

* * *

Inside Oscorp Tower, the elevator rolled slowly downward through the center of the building, its doors opening on Special Projects, the computerized female voice greeting the lone man inside, who was adjusting his hat.

"_Access granted. Welcome back, Mr. Fiers."_

Fiers walked into the room, green lights flickering on over him, illuminating the large room. He looked around at all of the equipment, walking down one of the few hallways. He passed by an empty room that had held the body armour Harry had stolen, past a set of slowly moving mechanical arms, and a pair of mechanical wings, all on display, thinking about which ones he would use for Harry's team, before he paused briefly outside one display room. Inside, he saw the top half of the rhino suit hanging from multiple wires, technicians making repairs on it, as well as the bottom half further inside the room. He thought of Alexei briefly, before moving further down the hallway, reaching a blank wall. He placed his hand against it, and a green line slid up and down his hand on the wall. Only his hand-print would work, and the wall slid aside, letting Fiers enter the secret room.

Electronic beeping greeted him, and Fiers looked down at Norman Osborn, all of his equipment moved into this room.

Norman slowly turned his head to look at Fiers, almost smiling. "Is it time?" he croaked.

"Yes." Fiers answered, pulling out a syringe from inside his coat. "They successfully synthesized it with Harry's blood. Are you sure you want this?"

"The alternative is not an option."

"Everyone already thinks you're dead, Norman. Even your son."

"My son is ambitious." Norman growled. "But I don't believe that he can do this. Not alone."

"And now you want to help him?" Fiers smiled. "Why the sudden change of heart?"

"Peter Parker presents a problem." Norman answered. "He's a threat, and I want him eliminated. Harry's method seems sound, and it'll leave me free from blame."

"What about me?" Fiers asked.

Norman managed to laugh a little before coughing. "There are a handful of people at most who know you exist, Gustav. You'll be fine."

"And we'll all get our happy ending?" Fiers joked.

"Not everyone gets a happy ending." Norman said. "Do it."

"It'll hurt you, Norman." Fiers warned. "Harry says that it's quite painful."

"I've dealt with pain for years." Norman replied. "Do. It."

Fiers walked up to his old friend, inserting the syringe into his arm. The green liquid flowed into Norman's arm, and the equipment around them started beeping. The full body x-ray started turning red in several areas, while Norman started to buck wildly in his bed. Fiers watched him calmly, not moving while veins started to appear on his friend's face.

Norman clenched his talon-like nails into his hands, drawing blood. The pain was sending agonizing stings through his body, but he didn't scream, focusing on trying to remain still. He opened his bloodshot eyes suddenly, painful growls managing to escape from between his clenched teeth.

"Pppppppprrrrrrrkkkkkkrrrrrr." He growled, closing his eyes again, and continuing to writhe in pain.

The electronic beeping continued blaring around them, indicating all signs of danger, but they ignored it.

They were more focused on the future.

* * *

_**So everyone, that's my version of The Amazing Spider-Man 2! Thanks to everyone for reading, leaving encouraging reviews, and finding this story good enough to enjoy. I'm not sure what I'll do on here in the future, maybe more versions of movies, maybe other ideas I have, I'm not really sure. But whatever happens, hopefully you enjoy, and I'll see you next time!**_


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